Common use of Section 409A Clause in Contracts

Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:

Appears in 14 contracts

Samples: Stock Unit Award Agreement (Ufp Technologies Inc), Stock Unit Award Agreement (Ufp Technologies Inc), Stock Unit Award Agreement (Ufp Technologies Inc)

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Section 409A. This Award Agreement is intended to Awards granted under this Plan shall be designed and administered in compliance with a manner that they are either exempt from the provisions application of, or comply with, the requirements of Section 409A of the Internal Revenue Code to section 409A. To the extent applicablethat the Committee determines that any Award is subject to Code section 409A, the Agreement relating to such Award shall incorporate terms and conditions necessary to avoid the Regulations issued thereunder. Anything in this Agreement imposition on the Recipient of additional tax under Code section 409A. Notwithstanding anything to the contrary notwithstandingin this Plan or any Agreement (unless such Agreement provides otherwise with specific reference to this section 13(D)): (i) no Award shall be granted, deferred, accelerated, extended, paid, settled, substituted or modified under this Plan in a manner that would result in the imposition on a Recipient of additional tax under Code section 409A; and (ii) if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue an Award is subject to Code of 1986, as amendedsection 409A, and if the regulations thereunder (the “Code”), the Company determines that the Awardee Recipient to whom such Award is granted is a “specified employee” within (as defined in Code section 409A, with such classification to be determined in accordance with methodology established by the meaning Company), no distribution or payment of Section 409A(a)(2)(B)(iany amount under such Award shall be made before a date that is six months following the date of such Recipient’s “separation from service” (as defined in Code section 409A) or, if earlier, the date of such Recipient’s death. The Company intends to administer this Plan so that Awards will be exempt from, or will comply with, the Code, then to the extent any payment or benefit requirements of Code section 409A; provided that the Awardee becomes entitled to Company does not and shall not make any representation or warranty that any Award under this Agreement would Plan will qualify for favorable tax treatment under Code section 409A or any other provision of federal, state, local or foreign law. The Company shall not be considered deferred compensation subject liable to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code any Recipient for any tax, interest or penalties a Recipient might owe as a result of the application grant, holding, vesting, exercise or payment of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of any Award. (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(hE). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:

Appears in 12 contracts

Samples: Restricted Stock (Simpson Manufacturing Co Inc /Ca/), Restricted Stock Unit Agreement (Simpson Manufacturing Co Inc /Ca/), Restricted Stock Unit Agreement (Simpson Manufacturing Co Inc /Ca/)

Section 409A. This Award Agreement is intended to be in compliance comply with the provisions of Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of the Internal Revenue Code to the extent applicablethis Agreement, and the Regulations issued thereunder. Anything in payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to the contrary notwithstanding, if at the time of the Awardee’s an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with his termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee Executive is determined to be a “specified employee” within the meaning of as defined in Section 409A(a)(2)(B)(i) of the Code409A(a)(2)(b)(i), then to the extent any such payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided paid until the first payroll date that is to occur following the earlier six-month anniversary of the Termination Date (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death“Specified Employee Payment Date”). The determination aggregate of whether and when a separation from service has occurred any payments that would otherwise have been paid before the Specified Employee Payment Date shall be made paid to the Executive in a lump sum on the Specified Employee Payment Date and thereafer, any remaining payments shall be paid without delay in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:their original schedule.

Appears in 12 contracts

Samples: Employment Agreement (Dipexium Pharmaceuticals, Inc.), Employment Agreement (Dipexium Pharmaceuticals, Inc.), Employment Agreement (Dipexium Pharmaceuticals, Inc.)

Section 409A. This Award To the extent applicable, this Agreement is intended to shall be interpreted in compliance accordance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations Department of Treasury regulations and other interpretive guidance issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that Notwithstanding any provision of this Agreement is ambiguous as to its compliance with the contrary, in the event that the Committee determines that this Option may be subject to Section 409A of the Code, the provision shall be read in Committee may adopt such a manner so amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that all payments hereunder comply with the Committee determines are necessary or appropriate to (a) exempt the Option from Section 409A of the Code. The parties agree that this Agreement may be amendedCode and/or preserve the intended tax treatment of the benefits provided with respect to the Option, as reasonably requested by either party, and as may be necessary to fully or (b) comply with the requirements of Section 409A of the Code and all related rules Department of Treasury guidance and regulations thereby avoid the application of penalty taxes under such Section 409A of the Code; provided that the Committee shall notify the Optionee in order writing of any amendment, policy or procedure so adopted that adversely alters or impairs the Optionee’s rights and the Optionee may reject the application of such amendment, policy or procedure by written notice to preserve the payments Company, it being understood that the Optionee will thereby accept any risk of adverse tax treatment and benefits provided hereunder without additional cost indemnify the Company for any taxes, interest and penalties incurred by the Company in relation to either partysuch adverse tax treatment. Solely Notwithstanding anything herein to the contrary, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the purposes requirements of Section 409A of the Code, Code from the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation Optionee or warranty and shall have no liability other Person to the Awardee Company or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption fromits Affiliates, employees or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:agents.

Appears in 11 contracts

Samples: Non Qualified Stock Option Agreement (BJ's Wholesale Club Holdings, Inc.), Non Qualified Stock Option Agreement (BJ's Wholesale Club Holdings, Inc.), Employment Agreement (BJ's Wholesale Club Holdings, Inc.)

Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, if no payments contemplated by this Agreement will be paid during the six-month period following the Employee’s termination of employment unless JDI determines, in its good faith judgment, that paying such amounts at the time of or times indicated in this Section would not cause the Awardee’s separation from service within the meaning of Employee to incur an additional tax under Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder amended (the “Code”) and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Agreement’s effective date) (in which case such amounts shall be paid at the time or times indicated in this Section 4.12), . If the Company determines that the Awardee is a “specified employee” within the meaning payment of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code amounts are delayed as a result of the application of Section 409A(a)(2)(B)(i) previous sentence, on the first day following the end of the Codesix-month period, JDI will pay Employee a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to Employee under this Agreement during such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from servicemonth period. Thereafter, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made payments will resume in accordance with this Agreement. Additionally, in the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To event that following the extent Agreement’s effective date JDI reasonably determines that any provision of compensation or benefits payable under this Agreement is ambiguous as may be subject to its compliance with Section 409A of the Code, JDI and the provision Employee shall be read in work together to adopt such a manner so that all payments hereunder comply amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt compensation and benefits payable under this Agreement from Section 409A of the Code. The parties agree that Code and/or preserve the intended tax treatment of compensation and benefits provided with respect to this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully or (y) comply with the requirements of Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes Department of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:Treasury guidance.

Appears in 10 contracts

Samples: Employment Agreement (Johnsondiversey Holdings Inc), Employment Agreement (Johnsondiversey Inc), Employment Agreement (Johnsondiversey Inc)

Section 409A. This Award Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs to be made to the Grantee pursuant to this Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, qualify as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employeeshort-term deferralwithin the meaning of pursuant to Section 409A(a)(2)(B)(i1.409A-1(b)(4) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under Regulations and this Agreement would shall be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) interpreted consistently therewith. However, under certain circumstances, settlement of the Code as a result PSUs may not so qualify, and in that case, the Committee shall administer the grant and settlement of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made PSUs in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of Grantee’s termination of employment with the Company and all Service Recipients, the provision Grantee is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Grantee) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Grantee’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be read in such deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs constitutes a manner so that all payments hereunder comply with “separate payment” for purposes of Section 409A of the Code. The parties agree Although the Company intends to administer this Performance Share Unit Agreement so that this Agreement may the Award will be amendedexempt from, as reasonably requested by either partyor will be interpreted and comply with, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes requirements of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to does not warrant that the Awardee or any other person if any provisions of Award made under this Performance Share Unit Agreement are determined to constitute deferred compensation subject to will qualify for favorable tax treatment under Section 409A of the Code but do or any other provision of federal, state, local or foreign law. The Company shall not satisfy an exemption frombe liable to the Grantee for any tax, interest, or penalties that Grantee might owe as a result of the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:Award made under this Performance Share Unit Agreement.

Appears in 10 contracts

Samples: Performance Share Unit Agreement (Tractor Supply Co /De/), Performance Share Unit Agreement (Tractor Supply Co /De/), Protective Agreement (Tractor Supply Co /De/)

Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:: Xxxxxx X. Xxxxxxxx Chief Financial Officer AWARDEE’S ACCEPTANCE: I have read and fully understood this Award Agreement and, as referenced in Section 16 above, I accept and agree to be bound by all of the terms, conditions and restrictions contained in this Award Agreement and the other documents referenced in it.

Appears in 9 contracts

Samples: Stock Unit Award Agreement (Ufp Technologies Inc), Stock Unit Award Agreement (Ufp Technologies Inc), Stock Unit Award Agreement (Ufp Technologies Inc)

Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the AwardeeExecutive’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the AwardeeExecutive’s separation from service, or (B) the AwardeeExecutive’s death. The determination of whether and when a separation from service has occurred shall parties intend that this Agreement will be made administered in accordance with Section 409A of the presumptions set forth in Treasury Regulation Section 1.409A-1(h)Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes The determination of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A whether and when a separation from service has occurred shall be considered a separate paymentmade in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). The Company makes no representation or warranty and shall have no liability to the Awardee Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day and of the taxable year first above writtenfollowing the taxable year in which the expense was incurred. UFP TECHNOLOGIES, INCThe amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. By:Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.”

Appears in 9 contracts

Samples: Executive Change of Control Agreement (Circor International Inc), Executive Change of Control Agreement (Circor International Inc), Executive Change of Control Agreement (Circor International Inc)

Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the AwardeeExecutive’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the AwardeeExecutive’s separation from service, or (B) the AwardeeExecutive’s death. The determination If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of whether this provision, and when a separation from service has occurred the balance of the installments shall be made payable in accordance with their original schedule. The parties intend that this Agreement will be administered in accordance with Section 409A of the presumptions set forth in Treasury Regulation Section 1.409A-1(h)Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes The determination of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A whether and when a separation from service has occurred shall be considered a separate paymentmade in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). The Company makes no representation or warranty and shall have no liability to the Awardee Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED With respect to any fees, expenses and taxes that Executive may otherwise be entitled to reimbursement under this Agreement, Executive shall provide evidence of such reimbursable expenses to the day Company within 30 days of incurring such expenses and year first above written. UFP TECHNOLOGIES, INC. By:the Company shall reimburse the Executive for such expenses within 30 days of receiving such evidence.”

Appears in 7 contracts

Samples: Executive Severance Agreement (Zoll Medical Corp), Senior Executive Severance Agreement (Zoll Medical Corp), Executive Severance Agreement (Zoll Medical Corp)

Section 409A. This Award Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, qualify as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employeeshort-term deferralwithin the meaning of pursuant to Section 409A(a)(2)(B)(i1.409A-1(b)(4) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under Regulations and this Agreement would shall be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) interpreted consistently therewith. However, under certain circumstances, settlement of the Code as a result PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable PSUs and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made any dividend equivalent rights in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the provision shall be read Participant is a “specified employee” as defined in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as may be a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to fully comply satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and all Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely dividend equivalent units) constitutes a “separate payment” for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:.

Appears in 7 contracts

Samples: Performance Share Unit Agreement (HCA Healthcare, Inc.), Performance Share Unit Agreement (HCA Healthcare, Inc.), Performance Share Unit Agreement (HCA Healthcare, Inc.)

Section 409A. This Award Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and administered accordingly. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in compliance a manner that complies with Section 409A of the provisions Code or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A of the Internal Revenue Code Code, each payment under this Agreement, including each installment payment under this Agreement, shall be treated as a separate payment. Any payments to the extent applicable, and the Regulations issued thereunder. Anything in be made under this Agreement to upon a termination of employment shall only be made upon a “separation from service” under Section 409A of the contrary notwithstandingCode. Notwithstanding the foregoing, the Corporation makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Corporation be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A of the Code. Notwithstanding any other provision of this Agreement, if at the time any payment or benefit provided to Employee in connection with Employee’s termination of the Awardee’s separation from service employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee Employee is determined to be a “specified employee” within the meaning of as defined in Section 409A(a)(2)(B)(i409A(a)(2)(b)(i) of the Code, then to the extent any such payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided paid until the first payroll date that is to occur following the earlier six-month anniversary of the date of termination or, if sooner, the date of Employee’s death (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death“Specified Employee Payment Date”). The determination aggregate of whether and when a separation from service has occurred any payments that would otherwise have been paid before the Specified Employee Payment Date shall be made paid to Employee in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with the presumptions set forth in Treasury Regulation their original schedule. Any payment under Section 1.409A-1(h). To the extent that any provision 5 of this Agreement that is ambiguous as determined to its compliance with Section 409A of constitute “nonqualified deferred compensation” within the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes meaning of Section 409A of the Code, and that is subject to a release’s becoming effective, and that would otherwise be paid in the share increments issuable on each vesting first 30 days after your termination date on Schedule A shall be considered a separate paymentpaid, if at all, on such 30th day (subject to any required delay under the preceding paragraph) and any remaining payments shall be made in accordance with their original schedule. Payments with respect to reimbursements of expenses or in-kind benefits shall be paid or provided in accordance with the Corporation’s applicable policy or benefit plan, but in all events reimbursements shall be paid no later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. The Company makes no representation amount of expenses or warranty and benefits eligible for reimbursement, payment or provision during a calendar year shall have no liability to not affect the Awardee expenses or benefits eligible for reimbursement or provision in any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:calendar year.

Appears in 7 contracts

Samples: Employment Agreement (Eagle Financial Services Inc), Employment Agreement (Eagle Financial Services Inc), Employment Agreement (Eagle Financial Services Inc)

Section 409A. This Award Agreement is intended to be in compliance The parties intend that any amounts payable hereunder comply with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation or are exempt from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amendedamended (“Section 409A”) (including under Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exceptions under subparagraph (iii) and subparagraph (v)(D)) and other applicable provisions of Treasury Regulation §§ 1.409A-1 through A-6). Notwithstanding any provision of this Agreement to the contrary, and if the regulations thereunder (the “Code”), the Company determines that the Awardee Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code409A, then to the extent any payment or benefit that the Awardee becomes entitled to amounts under this Agreement would be considered that are “deferred compensation subject to compensation” within the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application meaning of Section 409A(a)(2)(B)(i) of the Code, such payment 409A shall not be payable and such benefit shall not be provided until made before the date that is the earlier of six (A6) six months and one day after the Awardee’s separation from servicedate of the Termination of Employment, or (B) the Awardee’s if earlier, his date of death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the For purposes of Section 409A 409A, each of the Codepayments that may be made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and the Employee agree to negotiate in good faith to make amendments to this Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding the foregoing, the share increments issuable on each vesting date on Schedule A Company does not guarantee any particular tax effect, and the Employee shall be considered a separate payment. The solely responsible and liable for the satisfaction of all taxes, penalties and interest that may be imposed on or for the account of the Employee in connection with this Agreement (including any taxes, penalties and interest under Section 409A), and neither the Company makes no representation or warranty and nor any of its affiliates shall have no liability any obligation to indemnify or otherwise hold the Awardee Employee (or any other person if beneficiary) harmless from any provisions or all of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption fromsuch taxes, penalties or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:interest.

Appears in 7 contracts

Samples: Change in Control Agreement (First Us Bancshares Inc), Change in Control Agreement (First Us Bancshares Inc), Change in Control Agreement (United Security Bancshares Inc)

Section 409A. This Award The payments and benefits under the Agreement is are intended to be in compliance with the provisions qualify for an exemption from application of Section 409A of the Internal Revenue Code (“Section 409A”) or comply with its requirements to the extent applicablenecessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein will be interpreted accordingly. To the Regulations issued thereunderextent that any payment or benefit described in the Agreement constitutes “non-qualified deferred compensation” under Section 409A, and to the extent that such payment or benefit is payable upon the termination of the Employment, then such payments or benefits will be payable only upon Employee’s “separation from service.” The determination of whether and when a separation from service has occurred will be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). Anything Notwithstanding anything in this the Agreement to the contrary notwithstandingcontrary, if at the time of the AwardeeEmployee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”)service, the Company determines that the Awardee Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes Employee become entitled to under this the Agreement on account of Employee’s separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall will not be payable and such benefit shall will not be provided until the date that is the earlier of (A) six months and one day after the AwardeeEmployee’s separation from service, or (B) the AwardeeEmployee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous , or (C) such earlier date as to its compliance with permitted under Section 409A without imposition of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate paymentadverse taxation. The Company makes no representation or warranty and shall will have no liability to the Awardee Employee or any other person if any provisions of this the Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:Section 409A.

Appears in 6 contracts

Samples: Employment Agreement (Gamida Cell Ltd.), Employment Agreement (Gamida Cell Ltd.), Employment Agreement (Gamida Cell Ltd.)

Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement Notwithstanding any provision to the contrary notwithstanding, if at in this Agreement: (i) no amount shall be payable pursuant to Section 4.5.2(b) unless the time Executive’s termination of the Awardee’s employment constitutes a “separation from service service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the U.S. Department of Treasury regulations and other interpretive guidance thereunder (“Section 409A”) and unless, on or prior to the “Code”), 60th day following the date of termination (A) the Executive executes a waiver and release of claims agreement in the Company’s customary form which is reasonably satisfactory to both the Company determines that and the Awardee Executive and (B) such waiver and release of claims agreement shall become effective prior to such 60th day; and (ii) if the Executive is deemed at the time of his separation from service to be a “specified employee” within the meaning for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any payment or benefit that portion of the Awardee becomes termination benefits to which Executive is entitled to under this Agreement would be considered deferred compensation subject is required in order to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as avoid a result of the application of prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit portion of Executive’s termination benefits shall not be provided until the date that is to Executive prior to the earlier of (A) six months and one day after the Awardeeexpiration of the six-month period measured from the date of the Executive’s separation from service, ” with the Company (as such term is defined in the Treasury Regulations issued under Section 409A of the Code) or (B) the Awardeedate of Executive’s death. The determination Upon the earlier of whether and when a separation from service has occurred such dates, all payments deferred pursuant to this Section 6(c)(ii) shall be made paid in accordance with a lump sum to the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To Executive, and any remaining payments due under the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Codepaid as otherwise provided herein. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the For purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A Executive’s right to receive installment payments pursuant to Section 4.5.2(b) shall be considered treated as a right to receive a series of separate paymentand distinct payments. The Company makes no representation To the extent that any reimbursement of any expense under Sections 2.5 or warranty and shall have no liability to the Awardee 4.5.2(a) or any other person if any provisions of in-kind benefits provided under this Agreement are determined deemed to constitute taxable compensation to the Executive, such amounts will be reimbursed or provided no later than December 31 of the year following the year in which the expense was incurred. The amount of any such expenses reimbursed or in-kind benefits provided in one year shall not affect the expenses or in-kind benefits eligible for reimbursement or payment in any subsequent year, the Executive’s right to such reimbursement or payment of any such expenses will not be subject to liquidation or exchange for any other benefit, and the Executive may not, directly or indirectly, designate the calendar year of payment. No acceleration of the time and form of payment of any nonqualified deferred compensation subject to the Executive shall occur unless and to the extent permitted by Section 409A. The determination of whether the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall made by the Company in accordance with the terms of Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

Appears in 5 contracts

Samples: Employment Agreement (Hylete, Inc.), Employment Agreement (Hylete, Inc.), Employment Agreement (Hylete)

Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A For purposes of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of rules under Section 409A of the Internal Revenue Code of 1986, as amended, and amended (“the regulations thereunder (the “Code”), each payment made under this Agreement shall be treated as a separate payment and the Company determines right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. It is intended that the Awardee is payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(9)(iii), and 1.409A-1(b)(9)(v). In addition, to the extent that any expenses, reimbursement, fringe benefit or other, similar plan or arrangement in which the EXECUTIVE participated during the term of the EXECUTIVE’s employment with the COMPANY or thereafter provides for a “specified employeedeferral of compensation” within the meaning of Section 409A(a)(2)(B)(i409A, then such amount shall be reimbursed in accordance with Section 1.409A-3(i)(1)(iv) of the CodeTreasury Regulations, then including (i) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year, (ii) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to any reimbursement or in-kind benefit is not subject to liquidation or exchange for another benefit. Notwithstanding any other provision to the extent contrary, in no event shall any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered that constitutes “deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) compensation” for purposes of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order the Treasury Regulations promulgated thereunder be subject to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of offset by any other amount unless otherwise permitted by Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:.

Appears in 5 contracts

Samples: Executive Employment Agreement, Executive Employment Agreement (Goodman Networks Inc), Confidential Separation Agreement and General Release (Goodman Networks Inc)

Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is If you are a “specified employee” within the meaning set forth in the document entitled “409A: Policy of Section 409A(a)(2)(B)(i) X. X. Xxxxxxxxx & Sons Company and its Affiliates Regarding Specified Employees” on the date of the Codeyour Separation from Service, then any amounts payable pursuant to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation or otherwise that (i) become payable as a result of your Separation from Service and (ii) are subject to the 20 percent additional tax imposed pursuant to Section 409A(a) section 409A of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment your Separation from Service shall not be payable and such benefit shall not be provided paid until the date that is the earlier of (Ax) six months and one the first business day of the sixth month occurring after the Awardee’s separation month in which the date of your Separation from service, or Service occurs and (By) the Awardee’s date of your death. The determination Notwithstanding the immediately preceding sentence, amounts payable to you as a result of whether your Separation from Service that do not exceed two times the lesser of (i) your annualized compensation based upon your annual rate of Base Salary for the year prior to the year in which the date of your Separation from Service occurs and when a separation (ii) the maximum amount that may be taken into account under section 401(a)(17) of the Code in the year in which the date of your Separation from service has occurred shall Service occurs may be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h)paid as otherwise scheduled. To the extent that If any provision of compensation or benefits provided by this Agreement is ambiguous as to its compliance with Section may result in the application of section 409A of the Code, then the provision shall be read Company shall, in consultation with you, modify this Agreement to the extent permissible under section 409A of the Code in the least restrictive manner as necessary to exclude such a manner so that all payments hereunder compensation and benefits from the definition of “deferred compensation” within the meaning of such section 409A of the Code or in order to comply with Section the provisions of section 409A of the Code. The parties agree that By signing this Agreement may be amended, as reasonably requested by either party, and as may be necessary you acknowledge that if any amount paid or payable to fully comply with Section 409A of the Code and all related rules and regulations in order you becomes subject to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section section 409A of the Code, you are solely responsible for the share increments issuable on each vesting date on Schedule A shall be considered payment of any taxes and interest due as a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:result.

Appears in 5 contracts

Samples: Assignment of Employment Agreement (LSC Communications, Inc.), Assignment of Employment Agreement (LSC Communications, Inc.), Assignment of Employment Agreement (LSC Communications, Inc.)

Section 409A. This Award Agreement is intended to be in compliance and any payment, distribution or other benefit hereunder shall comply with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder amended (the “Code”), or an exemption or exclusion therefrom, as well as any related regulations or other guidance promulgated by the Company determines that U.S. Department of the Awardee Treasury or the Internal Revenue Service (“Section 409A”), to the extent applicable, and shall in all respects be administered in accordance with Section 409A. To the extent Employee is a “specified employee” under Section 409A, no payment, distribution or other benefit described in this Agreement constituting a distribution of deferred compensation (within the meaning of Treasury Regulation Section 409A(a)(2)(B)(i1.409A-1(b)) of to be paid during the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardeesix-month period following Employee’s separation from service, or (B) within the Awardee’s death. The determination meaning of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h)) will be made during such six-month period. To Instead, any such deferred compensation shall be paid on the first business day following the six-month anniversary of the separation from service. In no event may Employee, directly or indirectly, designate the calendar year of a payment. Any provision that would cause this Agreement or a payment, distribution or other benefit hereunder to fail to satisfy the requirements of Section 409A shall have no force or effect and, to the extent that any provision an amendment would be effective for purposes of this Agreement is ambiguous as to its compliance with Section 409A of the Code409A, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may shall be amended, as reasonably requested by either party, and as may be necessary amended to fully comply with Section 409A 409A. Such amendment shall be retroactive to the extent permitted by Section 409A. For purposes of this Agreement, Employee shall not be deemed to have terminated employment unless and until a separation from service (within the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either partymeaning of Treasury Regulation Section 1.409A-1(h)) has occurred. Solely Each payment under this Agreement shall be treated as a separate payment for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:409A.

Appears in 4 contracts

Samples: Contingent Employment Agreement (Manitowoc Foodservice, Inc.), Contingent Employment Agreement (Manitowoc Co Inc), Contingent Employment Agreement (Manitowoc Co Inc)

Section 409A. This Award Agreement is intended to be in compliance with The parties hereto acknowledge that the provisions requirements of the Section 409A of the Internal Revenue Code to the extent applicableare still being interpreted by government agencies, that certain issues under Section 409A remain unclear at this time, and that the Regulations issued thereunder. Anything parties hereto have made a good faith effort to comply with current guidance under Section 409A. Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if at in the time of event that amendments to this Agreement are necessary in order to comply with future guidance or interpretations under Section 409A, including amendments necessary to ensure that compensation will not be subject to Section 409A, the Awardee’s separation from service within Executive agrees that the meaning Company shall be permitted to make such amendments, on a prospective and/or retroactive basis, in its sole discretion, provided that the parties have made a good faith effort to discuss the solutions and alternatives. This Agreement shall be interpreted in a manner that is consistent with compliance with the requirements of Section 409A of the Internal Revenue Code of 1986409A, as amendedor where applicable, and the regulations thereunder (the “Code”), the Company determines an exemption from Section 409A. With respect to any amount or benefit that the Awardee is a “specified employeedeferral of compensationwithin the meaning of that is subject to Section 409A(a)(2)(B)(i) of the Code409A, then to the extent any payment or benefit that the Awardee becomes entitled to under reference in this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) “termination of the Code as employment,” “employment termination” or a result similar term of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred phrase shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h)deemed to be a reference to Separation from Service. To the extent that Notwithstanding any other provision of this Agreement is ambiguous as to its compliance with Section 409A of the Codecontrary, the provision shall Company makes no representation that this Agreement or any amounts payable or benefits provided under this Agreement will be read in such a manner so that all payments hereunder exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to this Agreement and in no event will the Company, any of its affiliates, any of its agents, or any member of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply Board have any liability for any taxes imposed in connection with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions failure of this Agreement are determined to constitute deferred compensation subject to comply with or be exempt from Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:409A.

Appears in 4 contracts

Samples: Change of Control Agreement (Rockwell Automation Inc), Change of Control Agreement (Rockwell Automation Inc), Change of Control Agreement (Rockwell Automation Inc)

Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if to the extent the Employee would otherwise be entitled to a payment during the six months beginning on the Date of Termination that would be subject to the additional tax imposed under Section 409A of the Code, (i) the payment will not be made to the Employee and instead will be made, at the time election of the AwardeeCompany, either to a trust in compliance with Rev. Proc. 92-64 or an escrow account established to fund such payments (provided that such funds shall be at all times subject to the creditors of the Company and its affiliates) and (ii) the payment, together with interest thereon at the rate of “prime” plus 1%, will be paid to the Employee on the earlier of the six-month anniversary of Date of Termination or the Employee’s separation from service death or disability (within the meaning of Section 409A of the Internal Revenue Code of 1986Code). Similarly, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes Employee would otherwise be entitled to under this Agreement any benefit (other than a cash payment) during the six months beginning on the Date of Termination that would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with under Section 409A of the Code, the provision shall benefit will be read delayed and will begin being provided (together, if applicable, with an adjustment to compensate the Employee for the delay, with such adjustment to be determined in such a manner so the Company’s reasonable good faith discretion) on the earlier of the six-month anniversary of the Date of Termination or the Employee’s death or disability (within the meaning of Section 409A of the Code). The Company will establish the trust or escrow account, as applicable, no later than ten days following the Employee’s Date of Termination. It is the intention of the parties that all the payments hereunder and benefits to which the Employee could become entitled in connection with termination of employment under this Agreement comply with Section 409A of the Code. The In the event that the parties agree determine that this Agreement may be amendedany such benefit or right does not so comply, as they will negotiate reasonably requested by either party, and as may be necessary in good faith to fully comply with Section 409A of amend the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions terms of this Agreement are determined such that it complies (in a manner that attempts to constitute deferred compensation subject to Section 409A minimize the economic impact of such amendment on the Code but do not satisfy an exemption from, or Employee and the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:Company).

Appears in 4 contracts

Samples: Employment Agreement (Cambrex Corp), Employment Agreement (Cambrex Corp), Employment Agreement (Cambrex Corp)

Section 409A. This It is intended that the Option awarded pursuant to this Award Agreement is intended to be in compliance with the provisions of exempt from Section 409A of the Internal Revenue Code (“Section 409A”) because it is believed that (i) the Exercise Price per Share may never be less than the Fair Market Value of a Share on the Grant Date and the number of Shares subject to the extent applicableOption is fixed on the original Grant Date, (ii) the Transfer or exercise of the Option is subject to taxation under Section 83 of the Code and Treasury Regulation 1.83-7, and (iii) the Option does not include any feature for the deferral of compensation other than the deferral of recognition of income until the exercise of the Option. The provisions of this Award Agreement shall be interpreted in a manner consistent with this intention. In the event that the Company believes, at any time, that any benefit or right under this Award Agreement is subject to Section 409A, then the Committee may (acting alone and without any required consent by you) amend this Award Agreement in such manner as the Committee deems necessary or appropriate to be exempt from or otherwise comply with the requirements of Section 409A (including without limitation, amending the Award Agreement to increase the Exercise Price per Share to such amount as may be required in order for the Option to be exempt from Section 409A). Notwithstanding the foregoing, the Company, its Subsidiaries and Affiliates do not make any representation to you that the Option awarded pursuant to this Award Agreement shall be exempt from or satisfy the requirements of Section 409A, and the Regulations issued thereunder. Anything Company, its Subsidiaries and Affiliates shall have no liability or other obligation to indemnify or hold harmless you or any Beneficiary, Transferee or other party for any tax, additional tax, interest or penalties that you or any Beneficiary, Transferee or other party may incur in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent event that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the CodeAward Agreement, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee any amendment or modification thereof or any other person if action taken with respect thereto, is deemed to violate any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:requirements of Section 409A.

Appears in 4 contracts

Samples: Non Qualified Stock Option Award Agreement (Kraft Heinz Co), Non Qualified Stock Option Award Agreement (Kraft Heinz Co), Non Qualified Stock Option Award Agreement (Kraft Heinz Co)

Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if to the extent the Employee would otherwise be entitled to a payment during the six months beginning on the Date of Termination that would be subject to the additional tax imposed under Section 409A of the Code, (i) the payment will not be made to the Employee and instead will be made, at the time election of the Awardee’s separation from service Company, either to a trust in compliance with Rev. Proc. 92-64 or an escrow account established to fund such payments (provided that such funds shall be at all times subject to the creditors of the Company and its affiliates) and (ii) the payment, together with interest thereon at the rate of "prime" plus 1%, will be paid to the Employee on the earlier of the six-month anniversary of Date of Termination or the Employee's death or disability (within the meaning of Section 409A of the Internal Revenue Code of 1986Code). Similarly, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes Employee would otherwise be entitled to under this Agreement any benefit (other than a cash payment) during the six months beginning on the Date of Termination that would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with under Section 409A of the Code, the provision shall benefit will be read delayed and will begin being provided (together, if applicable, with an adjustment to compensate the Employee for the delay, with such adjustment to be determined in such a manner so the Company's reasonable good faith discretion) on the earlier of the six-month anniversary of the Date of Termination or the Employee's death or disability (within the meaning of Section 409A of the Code). The Company will establish the trust or escrow account, as applicable, no later than ten days following the Employee's Date of Termination. It is the intention of the parties that all the payments hereunder and benefits to which the Employee could become entitled in connection with termination of employment under this Agreement comply with Section 409A of the Code. The In the event that the parties agree determine that this Agreement may be amendedany such benefit or right does not so comply, as they will negotiate reasonably requested by either party, and as may be necessary in good faith to fully comply with Section 409A of amend the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions terms of this Agreement are determined such that it complies (in a manner that attempts to constitute deferred compensation subject to Section 409A minimize the economic impact of such amendment on the Code but do not satisfy an exemption from, or Employee and the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:Company).

Appears in 4 contracts

Samples: Employment Agreement (Cambrex Corp), Employment Agreement (Cambrex Corp), Employment Agreement (Cambrex Corp)

Section 409A. This Award Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the Performance Units (including any dividend equivalent rights related thereto) to be made to the Participant pursuant to this Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, qualify as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employeeshort-term deferralwithin the meaning of pursuant to Section 409A(a)(2)(B)(i1.409A-1(b)(4) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under Regulations and this Agreement would shall be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) interpreted consistently therewith. However, under certain circumstances, settlement of the Code as a result Performance Units or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable Performance Units and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made any dividend equivalent rights in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Corporation and its Subsidiaries, the provision shall be read Participant is a “specified employee” as defined in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as may be a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Corporation will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to fully comply satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Corporation (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and all Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Corporation or Successor. Each payment of Performance Units (and related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely dividend equivalent units) constitutes a “separate payment” for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:.

Appears in 3 contracts

Samples: Performance Unit Award Agreement (Science Applications International Corp), Performance Unit Award Agreement (Engility Holdings, Inc.), Performance Retention Award Agreement (Engility Holdings, Inc.)

Section 409A. This Award None of the Performance Units or any other amounts paid or credited pursuant to this Agreement is are intended to constitute or provide for a deferral of compensation that is subject to Section 409A of the Code. To the extent that the Committee determines that any Performance Units or other amounts are not exempt from Section 409A of the Code, the Committee may (but shall not be required to) amend this Agreement in compliance a manner intended to comply with the requirements of Section 409A of the Code or an exemption therefrom (including amendments with retroactive effect), or take any other actions as it deems necessary or appropriate to (a) exempt the Performance Units or other amounts from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Performance Units, or (b) comply with the requirements of Section 409A of the Code. To the extent applicable, this Agreement shall be interpreted in accordance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunderCode. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent that any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered hereunder constitutes non-exempt “nonqualified deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely compensation” for the purposes of Section 409A of the Code, (A) if such payment or benefit would otherwise be payable or distributable hereunder by reason of the share increments issuable on each vesting date on Schedule A Service Provider’s termination of employment or service, then all references to the Service Provider’s termination of employment or service shall be construed to mean a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), and the Service Provider shall not be considered to have a separate payment. The Company makes no representation termination of employment or warranty and shall have no liability service unless such termination constitutes a Separation from Service with respect to the Awardee Service Provider, and (B) if such payment or any other person if any provisions benefit would otherwise be payable or distributable hereunder upon a Change of this Agreement are determined Control, then no such payment or distribution shall be made unless such Change of Control also constitutes a “change in the ownership of a corporation,” a “change in the effective control of a corporation,” or a “change in the ownership of a substantial portion of a corporation’s assets,” in each case, within the meaning of Treasury Regulation Section 1.409A-3(i)(5), as applied to constitute deferred compensation subject to non-corporate entities, or unless another payment date in Section 6 that is also a permissible payment event under Section 409A of the Code but do not satisfy an exemption fromearlier occurs. Notwithstanding anything to the contrary in this Agreement, no amounts payable under this Agreement on account of the Service Provider’s Separation From Service shall be paid to the Service Provider prior to the expiration of the six (6) month period following the Service Provider’s Separation From Service to the extent that the Partnership Entities determine that paying such amounts prior to the expiration of such six (6) month period would result in a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amount is delayed as a result of the preceding sentence, then on the first business day following the end of the applicable six (6) month period (or such earlier date upon which such amount may be paid under Section 409A of the conditions ofCode without resulting in a prohibited distribution), such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:amount shall be paid to the Service Provider.

Appears in 3 contracts

Samples: Performance Unit Agreement (Eagle Rock Energy Partners L P), Master Agreement (Eagle Rock Energy Partners L P), Performance Unit Agreement (Eagle Rock Energy Partners L P)

Section 409A. This Award Agreement is intended to shall be interpreted in compliance accordance with the provisions requirements of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunderCode. Anything Notwithstanding any provision in this Award Agreement to the contrary notwithstandingcontrary, if at a payment is deemed to be deferred compensation subject to the time requirements of Section 409A of the Awardee’s Code, such payment may only be made under this Award Agreement upon an event and in a manner permitted by Section 409A of the Code. If a payment is not made by the designated payment date under this Award Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. In no event may the Participant, directly or indirectly, designate the calendar year of payment. A termination of service shall not be deemed to have occurred for purposes of any provision of this Award Agreement providing for the payment of any amounts or benefits upon or following a termination of service that are considered “nonqualified deferred compensation” under Section 409A of the Code unless such termination is also a “separation from service service” within the meaning of Section 409A of the Internal Revenue Code and, for purposes of 1986any such provision of this award Agreement, as amendedreferences to a “termination,” “Termination of Service” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Award Agreement, and no amounts payable to the regulations thereunder (Participant under this Award Agreement shall be paid to the Participant prior to the expiration of the 6-month period following the Participant’s Code”), separation from service” if the Company determines that paying such amounts at the Awardee is time or times indicated in this Award Agreement would be a “specified employee” within the meaning of prohibited distribution under Section 409A(a)(2)(B)(i409A(a)(2)(b)(i) of the Code, then to . If the extent payment of any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code such amounts is delayed as a result of the application previous sentence, then on the first day following the end of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code6-month period, the provision Company shall be read in such pay the Participant a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability lump-sum amount equal to the Awardee or any other person if any provisions of this Agreement are determined cumulative amount that would have otherwise been payable to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, Participant during such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:6-month period.

Appears in 3 contracts

Samples: Performance Stock Agreement (Integra Lifesciences Holdings Corp), Performance Stock Agreement (Integra Lifesciences Holdings Corp), Performance Stock Agreement (Integra Lifesciences Holdings Corp)

Section 409A. This Award Agreement is intended to be in compliance with the provisions Notwithstanding any other provision of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstandingcontrary, the Parties agree that the payments hereunder shall be exempt from, or satisfy the applicable requirements, if at the time of the Awardee’s separation from service within the meaning any, of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder amended (the “Code”), ) in a manner that will preclude the Company determines that imposition of penalties described in Code Section 409A. Payments made pursuant to this Agreement are intended to satisfy the Awardee is short-term deferral rule or separation pay exception within the meaning of Code Section 409A. Employee’s termination of employment shall mean a “specified employeeseparation from service” within the meaning of Code Section 409A(a)(2)(B)(i) of the Code, then 409A. Notwithstanding anything herein to the extent any payment or benefit that the Awardee becomes entitled to under contrary, this Agreement would be considered deferred compensation subject shall, to the 20 percent additional tax imposed pursuant maximum extent possible, be administered, interpreted and construed in a manner consistent with Code Section 409A; provided, that in no event shall the Company have any obligation to indemnify the Employee from the effect of any taxes under Code Section 409A(a) 409A. The parties intend that this Agreement will be administered in accordance with Section 409A of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To to the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with with, or are exempt from, Section 409A of the Code. The parties agree to cooperate so that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with with, or to be exempt from, Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:.

Appears in 3 contracts

Samples: Separation Agreement (Tennant Co), Separation Agreement (Patterson Companies, Inc.), Transition Agreement (Patterson Companies, Inc.)

Section 409A. This Award The Company and the Executive intend for all payments under this Agreement is intended to be in compliance with either to satisfy the provisions requirements of Section 409A of the Internal Revenue Code to the extent applicableCode, and all applicable guidance promulgated thereunder or to be exempt from the Regulations issued thereunderapplication of Section 409A of the Code, and this Agreement shall be construed and interpreted accordingly. Anything Notwithstanding any provision in this Agreement to the contrary notwithstandingcontrary, if any reference to “termination of employment” or words of similar import under this Agreement shall be deemed to refer to a termination of employment that satisfies the applicable requirements of a “separation from service” under Section 409A of the Code. In addition, notwithstanding any provision of this Agreement to the contrary, if, at the time of Executive’s termination of employment with the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”)Company, the Company determines that the Awardee Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made defined in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, and one or more of the provision shall payments or benefits received or to be read in such a manner so that all payments hereunder comply with received by the Executive pursuant to this Agreement or otherwise would constitute deferred compensation subject to Section 409A of the Code, then no such payment will be made under this Agreement until the earliest of (i) the date which is six (6) months after Executive’s “separation from service” for any reason, other than “death” or “disability” (as such terms are used in Section 409A(a)(2) of the Code), (ii) the date of Executive’s “death” or “disability” (as such terms are used in Section 409A(a)(2) of the Code), or (iii) the effective date of a “change in the ownership or effective control” of the Company (as such term is used in Section 409A(a)(2)(A)(v) of the Code). The parties agree that reimbursement of expenses or in-kind benefits provided pursuant to this Agreement may shall be amendedsubject to the following conditions: (1) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (2) the reimbursement of eligible expenses or in-kind benefits shall be made promptly, as reasonably requested by either partysubject to the Company’s applicable policies, and as may be necessary to fully comply with Section 409A but in no event later than the end of the Code year after the year in which such expense was incurred; and all related rules and regulations in order (3) the right to preserve the payments and reimbursement or in-kind benefits provided hereunder without additional cost shall not be subject to either partyliquidation or exchange for another benefit. Solely Lastly, for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A right to a series of installment payments under this Agreement shall be considered treated as a right to a series of separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:payments.

Appears in 3 contracts

Samples: Executive Employment Agreement (Goodman Networks Inc), Executive Employment Agreement (Goodman Networks Inc), Executive Employment Agreement (Goodman Networks Inc)

Section 409A. This Award None of the Phantom Units, the DERs or any amounts paid pursuant to this Agreement is are intended to constitute or provide for a deferral of compensation that is subject to Section 409A of the Code. To the extent that the Committee determines that the Phantom Units or DERs are not exempt from Section 409A of the Code, the Committee may (but shall not be required to) amend this Agreement in compliance a manner intended to comply with the requirements of Section 409A of the Code or an exemption therefrom (including amendments with retroactive effect), or take any other actions as it deems necessary or appropriate to (a) exempt the Phantom Units or DERs from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Phantom Units or DERs, or (b) comply with the requirements of Section 409A of the Code. To the extent applicable, this Agreement shall be interpreted in accordance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunderCode. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent that any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered hereunder constitutes non-exempt “nonqualified deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely compensation” for the purposes of Section 409A of the Code, and such payment or benefit would otherwise be payable or distributable hereunder by reason of the share increments issuable on each vesting date on Schedule A Awardee’s termination of employment or other separation from service, all references to the Awardee’s termination of employment or other separation from service shall be construed to mean a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), and the Awardee shall not be considered to have a separate paymenttermination of employment or a separation from service unless such termination or separation constitutes a Separation from Service with respect to the Awardee. The Company makes Notwithstanding anything to the contrary in this Agreement, no representation or warranty and amounts payable under this Agreement on account of the Awardee’s Separation From Service shall have no liability be paid to the Awardee prior to the expiration of the six (6) month period following the Awardee’s Separation From Service to the extent that the Partnership Entities determine that paying such amounts prior to the expiration of such six (6) month period would result in a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amount is delayed as a result of the preceding sentence, then on the first business day following the end of the applicable six (6) month period (or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to such earlier date upon which such amount may be paid under Section 409A of the Code but do not satisfy an exemption fromwithout resulting in a prohibited distribution), or the conditions of, such Section. EXECUTED amount shall be paid to the day and year first above written. UFP TECHNOLOGIES, INC. By:Awardee.

Appears in 3 contracts

Samples: Phantom Unit Agreement (Arc Logistics Partners LP), Phantom Unit Agreement (Arc Logistics Partners LP), Phantom Unit Agreement (Arc Logistics Partners LP)

Section 409A. This Award Agreement is Although the Company does not guarantee to the Participant any particular tax treatment relating to the Units, the Units provided hereunder are intended to be in compliance comply with the provisions applicable requirements of Section 409A of the Internal Revenue Code Code, to the extent applicablesubject thereto, and shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the Regulations issued thereunderCompany be liable for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code. Anything in this Agreement To the extent the Units constitute deferred compensation subject to the contrary notwithstandingrequirements of Section 409A of the Code, and to the extent the Units are vested on the Participant’s Termination of Employment in accordance with Sections 3(b) or (e) above, if at on the time date of the AwardeeParticipant’s separation from service service” within the meaning of Section 409A 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee Participant is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i409A(a)(2)(B) of the Code, then the delivery of the shares of Stock subject to the Units shall, to the extent any payment or benefit that the Awardee becomes entitled required to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed delayed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i409A(a)(2)(B) of the Code, such payment shall not be payable and such benefit shall not be provided until made on the date that is the earlier of (A) six months and one day after following such date or, if earlier, the Awardee’s separation from service, or (B) date of the AwardeeParticipant’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that Notwithstanding any provision of this Award Agreement to the contrary, for purposes of any provision of this Award Agreement providing for distribution of shares of Stock upon a Termination of Employment that is ambiguous as considered deferred compensation under Section 409A, references to its compliance the Participant’s Termination of Employment (and corollary terms) with Section 409A of the Code, the provision Company shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary construed to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability refer to the Awardee or any other person if any provisions Participant’s “separation from service” (within the meaning of this Agreement are determined to constitute deferred compensation subject to Treas. Reg. Section 409A of 1.409A-1(h)) with the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:Company.

Appears in 3 contracts

Samples: Restricted Stock Unit Grant Award Agreement (Broadridge Financial Solutions, Inc.), Restricted Stock Unit Grant Award Agreement (Broadridge Financial Solutions, Inc.), Grant Award Agreement (Broadridge Financial Solutions, Inc.)

Section 409A. This Award The parties intend that the benefits and rights provided under this Agreement be exempt from Section 409A as short-term deferrals or comply with Section 409A, and the provisions of this Agreement shall be construed in a manner consistent with that intent and the requirements for avoiding taxes or penalties under Section 409A. If either party believes, at any time, that any such benefit or right that is intended subject to be Section 409A does not so comply, it shall promptly advise the other parties and all parties shall negotiate reasonably and in good faith to amend or clarify the terms of such benefits and rights such that they do not violate Section 409A (with the intent and effect of avoiding any adverse economic effect for Executive). No party, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to Section 409A of the Internal Revenue Code shall be paid prior to the earliest date on which it may be paid without violating Section 409A. To the extent applicablerequired to comply with Section 409A, and the Regulations issued thereunder. Anything in no payment or benefit required to be paid under this Agreement to the contrary notwithstanding, if at the time on account of the Awardeetermination of Executive’s employment shall be made unless and until Executive incurs a “separation from service service” within the meaning of Section 409A and, for purposes of the Internal Revenue Code any such provision of 1986this Agreement, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is references to a “specified employeetermination,within “separation” or like terms shall have the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To 409A. For purposes of applying the extent that any provision provisions of this Agreement is ambiguous as to its compliance with Section 409A to this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement, and each individual installment in a series of the Codepayments, the provision shall be read in such construed as a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely separate identified payment for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:409A.

Appears in 3 contracts

Samples: Retention and Award Agreement (Shore Bancshares Inc), Retention and Award Agreement (Shore Bancshares Inc), Retention and Award Agreement (Shore Bancshares Inc)

Section 409A. This Award Agreement is intended Notwithstanding the timing of the payments pursuant to Section 4, to the extent the Executive would otherwise be in compliance with entitled to a payment during the provisions six months beginning on the Date of Termination that would be subject to the additional tax imposed under Section 409A of the Internal Revenue Code if it were made during such period pursuant to Section 409A(a)(2)(B), (i) the payment will not be made to the extent applicableExecutive and instead will be made, and at the Regulations issued thereunderelection of the Company, either to a trust in compliance with Rev. Proc. Anything in this Agreement 92-64 or an escrow account established to fund such payments (provided that such funds shall be at all times subject to the contrary notwithstandingcreditors of the Company and its affiliates) and (ii) the payment, if together with interest thereon at the time rate of “prime” plus 1%, will be paid to the Executive on the earlier of the Awardeesix-month anniversary of Date of Termination or the Executive’s separation from service death or disability (within the meaning of Section 409A of the Internal Revenue Code of 1986Code). Similarly, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes Executive would otherwise be entitled to under this Agreement any benefit (other than a cash payment) during the six months beginning on the Date of Termination that would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with under Section 409A of the Code, the provision shall benefit will be read delayed and will begin being provided (together, if applicable, with an adjustment to compensate the Executive for the delay, with such adjustment to be determined in such a manner so the Company’s reasonable good faith discretion) on the earlier of the six-month anniversary of the Date of Termination or the Executive’s death or disability (within the meaning of Section 409A of the Code). The Company will establish the trust or escrow account, as applicable, no later than ten days after the Executive’s Date of Termination. It is the intention of the parties that all the payments hereunder and benefits to which the Executive could become entitled in connection with termination of employment under this Agreement comply with Section 409A of the Code. The In the event that the parties agree determine that any such benefit or right does not so comply, they will negotiate reasonably and in good faith to amend the terms of this Agreement may be amended, as reasonably requested by either party, such that it complies (in a manner that attempts to minimize the economic impact of such amendment on the Executive and as may be necessary to fully comply with Section 409A of the Code Company and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either partyits affiliates). Solely for the For purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A Executive’s right to receive any installment payments pursuant to this Agreement shall be considered treated as a right to receive a series of separate paymentand distinct payments. The Company makes no representation or warranty and shall have no liability This Agreement is intended to comply with the Awardee or any other person if any provisions requirements of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code, and specifically, with the separation pay exemption and short term deferral exemption of Section 409A, and shall, in all respects be administered in accordance with Section 409A. Notwithstanding anything in the Agreement to the contrary, distributions may only be made under the Agreement upon an event and in a manner permitted by section 409A of the Code but do not satisfy or an exemption fromapplicable exemption. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A. Any amounts payable solely on account of an involuntary separation from service of Employee within the meaning of Section 409A (including separation from service for Good Reason) shall be excludible from the requirements of Section 409A, either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) to the maximum possible extent. Any reimbursements or in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the conditions ofexpenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Subject to this Section 6, to the extent any payment pursuant to Section 4(b)(i), (ii), or (iv) is considered to be non-qualified deferred compensation within the meaning of Section 409A of the Code, such Section. EXECUTED payment shall be made on the 60th day following the Date of Termination and year first above written. UFP TECHNOLOGIES, INC. By:shall include any payments that otherwise would have been made before such date.

Appears in 3 contracts

Samples: Senior Executive Retention Agreement (Sra International, Inc.), Senior Executive Retention Agreement (Sra International, Inc.), Form of Senior Executive Retention Agreement (Sra International Inc)

Section 409A. This The Award Agreement is intended to comply with or be in compliance with exempt from (under the provisions of “short term deferral” exception) Section 409A of the Internal Revenue Code (“Section 409A”) and, to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement shall be interpreted in accordance with Section 409A, including without limitation any applicable Department of Treasury regulations and other interpretive guidance currently in effect or that may be issued after the effective date of this Agreement. In addition, notwithstanding any provision herein to the contrary notwithstandingcontrary, if at in the time event that following the Grant Date, the Administrator determines that it may be necessary or appropriate to do so, the Administrator may adopt such amendments to the Plan and/or this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (a) exempt the Plan and/or the Stock Units from the application of Section 409A and/or preserve the intended tax treatment of the Awardeebenefits provided with respect to this Award, or (b) comply with the requirements of Section 409A; provided, however, that this paragraph shall not create an obligation on the part of the Administrator to adopt any such amendment, policy or procedure or take any such other action. No payment hereunder shall be made during the six (6)-month period following the Grantee’s separation from service service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i409A) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement Administrator determines that paying such amount at the time set forth herein would be considered deferred compensation subject to a prohibited distribution under Section 409A(a)(2)(B)(i). If the 20 percent additional tax imposed pursuant to Section 409A(a) payment of the Code any such amounts is delayed as a result of the application previous sentence, then within thirty (30) days following the end of such six (6)-month period (or, if earlier, the Grantee’s death), the Administrator shall pay to the Grantee (or to the Grantee’s estate) the cumulative amounts that would have otherwise been payable to the Grantee during such period, without interest. Notwithstanding anything herein or in the Plan to the contrary, to the extent required to avoid the imposition of additional taxes under Section 409A(a)(2)(B)(i) of the Code409A, such payment a “Change in Control” shall not be payable and deemed to have occurred for purposes of this Agreement unless such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when transaction also constitutes a separation from service has occurred shall be made “change in accordance with the presumptions set forth control event,” as defined in Treasury Regulation Section 1.409A-1(h1.409A-3(i)(5). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:.

Appears in 3 contracts

Samples: Award Agreement (Essex Portfolio Lp), Award Agreement (Essex Portfolio Lp), Award Agreement (Essex Portfolio Lp)

Section 409A. This Award Agreement is intended to be in compliance comply with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amendedamended (“Section 409A”) or an available exemption therefrom. However, notwithstanding any other provision of the Plan or this Agreement, if at any time the Committee determines that the Performance Shares (or any portion thereof) may not be compliant with or exempt from Section 409A, the Committee may work in good faith with the Grantee (without any obligation to do so or to indemnify or to be responsible for damages to the Grantee or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the regulations thereunder Committee determines are necessary or appropriate to provide for the Performance Shares to either be exempt from the application of Section 409A or comply with the requirements of Section 409A; provided, however, that nothing herein shall create any obligation on the part of the Company to adopt any such amendment or take any other action. Notwithstanding anything herein to the contrary, no payment hereunder shall be made to the Grantee during the six (6)-month period following the Grantee’s Code”separation from service” (within the meaning of Section 409A) to the extent that the Company determines that paying such amounts at the time set forth herein would be a prohibited distribution under Section 409A(a)(2)(B)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then within thirty (30) days following the end of such six (6)-month period (or, if earlier, the Grantee’s death), the Company determines shall pay the Grantee the cumulative amounts that would have otherwise been payable to the Awardee is a Grantee during such period, without interest. For the avoidance of doubt, to the extent that any Performance Shares are specified employeenonqualified deferred compensation” within the meaning of Section 409A(a)(2)(B)(i) 409A, the settlement of the Code, then Performance Shares hereunder upon a Change in Control shall only occur to the extent any payment that such Change in Control is also a “change in the ownership or benefit that effective control of a corporation, or a change in the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) ownership of a substantial portion of the Code as assets of a result of corporation” within the application meaning of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h409A(a)(2)(A)(v). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:.

Appears in 3 contracts

Samples: Performance Share Award Agreement (Live Nation Entertainment, Inc.), Performance Share Award Agreement (Live Nation Entertainment, Inc.), Performance Share Award Agreement (Live Nation Entertainment, Inc.)

Section 409A. This Award Agreement is intended to be in compliance comply with the provisions of Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of the Internal Revenue Code to the extent applicablethis Agreement, and the Regulations issued thereunder. Anything in payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to the contrary notwithstanding, if at the time of the Awardee’s an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with her termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee Executive is determined to be a “specified employee” within the meaning of as defined in Section 409A(a)(2)(B)(i) of the Code409A(a)(2)(b)(i), then to the extent any such payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided paid until the first payroll date that is to occur following the earlier six-month anniversary of the Termination Date (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death“Specified Employee Payment Date”). The determination aggregate of whether and when a separation from service has occurred any payments that would otherwise have been paid before the Specified Employee Payment Date shall be made paid to the Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:their original schedule.

Appears in 3 contracts

Samples: Employment Agreement (PLx Pharma Inc.), Employment Agreement (PLX Pharma Inc.), Employment Agreement (Dipexium Pharmaceuticals, Inc.)

Section 409A. This Award Agreement is intended to be in compliance and any payment, distribution or other benefit hereunder shall comply with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder amended (the “Code”), or an exemption or exclusion therefrom, as well as any related regulations or other guidance promulgated by the Company determines that U.S. Department of the Awardee Treasury or the Internal Revenue Service (“Section 409A”), to the extent applicable, and shall in all respects be administered in accordance with Section 409A. To the extent Employee is a "specified employee" under Section 409A, no payment, distribution or other benefit described in this Agreement constituting a distribution of deferred compensation (within the meaning of Treasury Regulation Section 409A(a)(2)(B)(i1.409A-1(b)) of to be paid during the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardeesix-month period following Employee’s separation from service, or (B) within the Awardee’s death. The determination meaning of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h)) will be made during such six-month period. To Instead, any such deferred compensation shall be paid on the first business day following the six-month anniversary of the separation from service. In no event may Employee, directly or indirectly, designate the calendar year of a payment. Any provision that would cause this Agreement or a payment, distribution or other benefit hereunder to fail to satisfy the requirements of Section 409A shall have no force or effect and, to the extent that any provision an amendment would be effective for purposes of this Agreement is ambiguous as to its compliance with Section 409A of the Code409A, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may shall be amended, as reasonably requested by either party, and as may be necessary amended to fully comply with Section 409A 409A. Such amendment shall be retroactive to the extent permitted by Section 409A. For purposes of this Agreement, Employee shall not be deemed to have terminated employment unless and until a separation from service (within the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either partymeaning of Treasury Regulation Section 1.409A-1(h)) has occurred. Solely Each payment under this Agreement shall be treated as a separate payment for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:409A.

Appears in 3 contracts

Samples: Contingent Employment Agreement (Manitowoc Co Inc), Contingent Employment Agreement (Manitowoc Co Inc), Contingent Employment Agreement (Manitowoc Co Inc)

Section 409A. This Award To the fullest extent applicable, amounts and other benefits under this Agreement is are intended to be in compliance with exempt from the provisions definition of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of “nonqualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (“Section 409A”) in accordance with one or more of the exemptions available under the final Treasury Regulations promulgated under Section 409A and, to the extent that any such amount or benefit is or becomes subject to Section 409A due to a failure to qualify for an exemption from the definition of nonqualified deferred compensation in accordance with such final Treasury regulations, this Agreement is intended to comply with the applicable requirements of Section 409A with respect to such amounts or benefits. Furthermore, a termination of employment will be determined consistent with the rules relating to a Code”)separation from service” as defined in Section 409A. Notwithstanding anything else provided herein, to the Company determines that extent any payments provided under this offer letter in connection with the Awardee Executive’s termination of employment constitute deferred compensation subject to Section 409A, and the Executive is deemed at the time of such termination of employment to be a “specified employee” within the meaning of under Section 409A(a)(2)(B)(i) of the Code409A, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided made or commence until the date that is the earlier of (Ai) six months and one day after the Awardeeexpiration of the 6-month period measured from the Executive’s separation from service, service from the Company or (Bii) the Awardeedate of the Executive’s death. The determination of whether and when death following such a separation from service has occurred service; provided, however, that such deferral shall only be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To effected to the extent that required to avoid adverse tax treatment to the Executive including, without limitation, the additional tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is ambiguous as determined to its compliance with be subject to Section 409A of the Code, the provision shall be read in amount of any such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely expenses eligible for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption fromreimbursement, or the conditions ofprovision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such Section. EXECUTED expenses, and in no event shall any right to reimbursement or the day and year first above written. UFP TECHNOLOGIES, INC. By:provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

Appears in 3 contracts

Samples: Employment Agreement (Motive Capital Corp), Employment Agreement (Motive Capital Corp), Employment Agreement (Motive Capital Corp)

Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:.

Appears in 2 contracts

Samples: Stock Unit Award Agreement (Ufp Technologies Inc), Stock Unit Award Agreement (Ufp Technologies Inc)

Section 409A. This Award Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is intended to be in compliance either exempt from or compliant with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of requirements Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder amended (the “Code”), and applicable Treasury Regulations issued thereunder. The Parties hereto acknowledge and agree that, to the Company determines that extent applicable, this Agreement shall be interpreted in accordance with, and incorporate the Awardee is a “specified employee” within the meaning of terms and conditions required by, Section 409A(a)(2)(B)(i) 409A of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under . No provision of this Agreement would shall be considered deferred compensation subject interpreted or construed to transfer any liability for failure to comply with the 20 percent additional tax imposed pursuant to requirements of Section 409A(a) 409A of the Code as a result from you or any other individual to the Company or any of the application of Section 409A(a)(2)(B)(i) of the Codeits affiliates, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, employees or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h)agents. To the extent that any provision of this Agreement is ambiguous as to its compliance with permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision shall be read in such a manner so that all payments hereunder comply with of Section 409A of the Code. The parties agree that Notwithstanding anything to the contrary in this Agreement may Agreement, no compensation or benefits shall be amended, as reasonably requested by either party, and as may be necessary paid to fully comply with Section 409A of you during the Code and all related rules and regulations in order to preserve six (6)-month period following your “separation from service” from the payments and benefits provided hereunder without additional cost to either party. Solely for Company (within the purposes meaning of Section 409A of the Code, a “Separation from Service”) if the share increments issuable on each vesting date on Schedule A shall be considered Company determines that at the time of your Separation from Service that you are a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions “specified employee” for purposes of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption fromand paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A of the conditions ofCode without resulting in a prohibited distribution, including as a result of your death), the Company shall pay you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:period.

Appears in 2 contracts

Samples: Agreement and General Release (Life Time Group Holdings, Inc.), Agreement and General Release (Life Time Group Holdings, Inc.)

Section 409A. This It is the intention of the Company that this Award Agreement is intended to be in compliance and each Performance Unit granted hereunder shall comply with the provisions requirements of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation or be exempt from service within the meaning of Section 409A of the Internal Revenue Code of 1986and, as amended, and the regulations thereunder (the “Code”), the Company determines with respect to amounts that the Awardee is a “specified employee” within the meaning of are subject to Section 409A(a)(2)(B)(i) 409A of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would shall in all respects be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made administered in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, and this Award Agreement, the provision Program and the 2014 Plan shall be read in such a manner so that all payments hereunder comply with Section 409A interpreted accordingly. Notwithstanding any provision of the Code. The parties agree that this Agreement may to the contrary, if the Grantee is determined to be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely a “specified employee” for the purposes of Section 409A of the CodeCode as of the Grantee’s Termination of Service, then, to the share increments issuable on each vesting date on Schedule A extent required pursuant to Section 409A, payments due under this Award Agreement that are deemed to be Deferred Compensation shall be considered subject to a separate paymentsix (6)-month delay following the Termination of Service; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination of Service (or, if earlier, as of the Grantee’s death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination of Service shall be paid to the Grantee in accordance with the payment schedule established herein. The Company makes no representation does not guarantee that this Award or warranty and shall have no liability to the Awardee any payments or benefits that may be made or provided hereunder will satisfy all applicable provisions of Section 409A or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:Code.

Appears in 2 contracts

Samples: Performance Based Stock Unit Award Agreement (First Industrial Lp), Performance Unit Award Agreement (First Industrial Realty Trust Inc)

Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:: Xxxxxx X. Xxxxxxxx Chief Financial Officer

Appears in 2 contracts

Samples: Stock Unit Award Agreement (Ufp Technologies Inc), Stock Unit Award Agreement (Ufp Technologies Inc)

Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the AwardeeExecutive’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (Aa) six months and one day after the AwardeeExecutive’s separation from service, or (Bb) the AwardeeExecutive’s death. The determination If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of whether this provision, and when a separation from service has occurred the balance of the installments shall be made payable in accordance with their original schedule. The parties intend that this Agreement will be administered in accordance with Section 409A of the presumptions set forth in Treasury Regulation Section 1.409A-1(h)Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes The determination of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A whether and when a separation from service has occurred shall be considered a separate paymentmade in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). The Company makes no representation or warranty and shall have no liability to the Awardee Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED With respect to any fees, expenses and taxes that the day Executive may otherwise be entitled to reimbursement under this Agreement, the Executive shall provide evidence of such reimbursable expenses to the Company within 30 days of incurring such expenses and year first above writtenthe Company shall reimburse the Executive for such expenses within 30 days of receiving such evidence. UFP TECHNOLOGIES, INC. By:*remainder of page intentionally left blank*

Appears in 2 contracts

Samples: Executive Severance Agreement (Zoll Medical Corp), Executive Severance Agreement (Zoll Medical Corp)

Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to To the extent applicable, and the Regulations issued thereunder. Anything in any provision of this Agreement or action by the Company would subject the Executive to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of liability for interest or additional taxes under Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder amended (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Codeit shall be deemed null and void, then to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A and the interpretive guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements and in-kind distributions, and this Agreement shall be administered accordingly, and interpreted and construed on a basis consistent with such intent. Each payment under Section 2 above or any payment Company benefit plan is intended to be treated as one of a series of separate payments for purposes of Code Section 409A and Treasury Regulation §1.409A-2(b)(2)(iii) (or any similar or successor provisions). To the extent any reimbursements or in-kind benefit that the Awardee becomes entitled to payments under this Agreement would be considered deferred compensation are subject to the 20 percent additional tax imposed pursuant to Code Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code409A, such payment shall not be payable reimbursements and such in-kind benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred payments shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h§1.409A-3(i)(1)(iv) (or any similar or successor provisions). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this This Agreement may be amended, as reasonably requested amended to the extent necessary (including retroactively) by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations Company in order to preserve the payments compliance with Code Section 409A. The preceding shall not be construed as a guarantee of any particular tax effect for Executive’s compensation and benefits and the Company does not guarantee that any compensation or benefits provided hereunder without additional cost to either party. Solely for under this Agreement will satisfy the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Code Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section409A. READ THIS AGREEMENT AND RELEASE AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS BEFORE SIGNING IT; IT INCLUDES A RELEASE AND WAIVER OF KNOWN AND UNKNOWN CLAIMS. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:CONSULT YOUR ATTORNEY BEFORE SIGNING IT.

Appears in 2 contracts

Samples: Separation Agreement, Waiver and General Release, Separation Agreement, Waiver and General Release (Addus HomeCare Corp)

Section 409A. This Award Agreement is intended to be in compliance and any payment, distribution or other benefit hereunder shall comply with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder amended (the “Code”), or an exemption or exclusion therefrom, as well as any related regulations or other guidance promulgated by the Company determines U.S. Department of the Treasury or the Internal Revenue Service (“Section 409A”), to the extent applicable, and shall in all respects be administered in accordance with Section 409A; provided, that for the Awardee avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on Employee as a result of Section 409A. To the extent Employee is a “specified employee” under Section 409A, no payment, distribution or other benefit described in this Agreement constituting a distribution of deferred compensation (within the meaning of Treasury Regulation Section 409A(a)(2)(B)(i1.409A-1(b)) of to be paid during the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardeesix-month period following Employee’s separation from service, or (B) within the Awardee’s death. The determination meaning of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h)) will be made during such six-month period. To Instead, any such deferred compensation shall be paid on the first business day following the six-month anniversary of the separation from service. In no event may Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. Any provision that would cause this Agreement or a payment, distribution or other benefit hereunder to fail to satisfy the requirements of Section 409A shall have no force or effect and, to the extent that any provision an amendment would be effective for purposes of this Agreement is ambiguous as to its compliance with Section 409A of the Code409A, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may shall be amended, as reasonably requested by either party, and as may be necessary amended to fully comply with Section 409A 409A. Such amendment shall be retroactive to the extent permitted by Section 409A. For purposes of this Agreement, Employee shall not be deemed to have terminated employment unless and until a separation from service (within the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either partymeaning of Treasury Regulation Section 1.409A-1(h)) has occurred. Solely Each payment under this Agreement shall be treated as a separate payment for the purposes of Section 409A 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of the CodeSection 409A, including, where applicable, the share increments issuable on each vesting date on Schedule A requirement that (i) any reimbursement shall be considered for expenses incurred during the time period specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a separate payment. The Company makes no representation calendar year may not affect the expenses eligible for reimbursement, or warranty and shall have no liability in-kind benefits to the Awardee or be provided, in any other person if any provisions calendar year, (iii) the reimbursement of this Agreement are determined an eligible expense will be made not later than the last day of Employee’s taxable year following the taxable year in which such expense was incurred, and (iv) the right to constitute deferred compensation reimbursement or in-kind benefits is not subject to Section 409A of the Code but do not satisfy an exemption from, liquidation or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:exchange for another benefit.

Appears in 2 contracts

Samples: Employment Agreement (Fidelity National Information Services, Inc.), Employment Agreement (Fidelity National Information Services, Inc.)

Section 409A. This Award Notwithstanding anything herein to the contrary, this Letter Agreement is intended to be in compliance with interpreted and applied so that the provisions of Section 409A payment of the Internal Revenue Code to benefits set forth herein either shall either be exempt from the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder amended (the “Code”), or shall comply with the Company determines that requirements of such provision. In no event may you, directly or indirectly, designate the Awardee is calendar year of any payment to be made under this Letter Agreement or otherwise which constitutes a “specified employeedeferral of compensation” within the meaning of Code Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to 409A. All reimbursements and in-kind benefits provided under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made or provided in accordance with the presumptions set forth in Treasury Regulation requirements of Code Section 1.409A-1(h). 409A. To the extent that any provision reimbursements pursuant to this Letter Agreement or otherwise are taxable to you, any reimbursement payment due to you shall be paid to you on or before the last day of your taxable year following the taxable year in which the related expense was incurred; provided, that, you have provided the Company written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Company’s expense reimbursement policies. Reimbursements pursuant to this Letter Agreement or otherwise are not subject to liquidation or exchange for another benefit and the amount of such reimbursements that you receive in one taxable year shall not affect the amount of such reimbursements that you receive in any other taxable year. Notwithstanding any of the foregoing to the contrary, the Company and its respective officers, directors, employees, and agents make no guarantee that the terms of this Letter Agreement as written comply with, or are exempt from, the provisions of Code Section 409A, and none of the foregoing shall have any liability for the failure of the terms of this Agreement is ambiguous as written to its compliance with Section 409A of the Codecomply with, or be exempt from, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Code Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:409A.

Appears in 2 contracts

Samples: Letter Agreement (Avaya Holdings Corp.), Letter Agreement (Avaya Holdings Corp.)

Section 409A. This Award Agreement (a) It is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may and the payments hereunder will, to the fullest extent possible, be amended, as reasonably requested by either party, and as may be necessary to fully comply with exempt from Section 409A of the Code and all related rules the regulations and guidance promulgated thereunder (collectively, “Section 409A”), and the Agreement shall be interpreted to that end to the fullest extent possible. In this regard, it is intended that the severance pay in Section 5.2(a) be exempt from Section 409A as a short-term deferral under Treas. Reg. §1.409A-1(b)(4) and the maximum amount of severance pay possible in Sections 5.2(b) and 5.3(a) be exempt from Section 409A as separation pay upon involuntary separation from service under Treas. Reg. §1.409A-1(b)(9)(iii). However, to the extent that any payment or benefit (or portion thereof) provided pursuant to this Agreement is determined to be subject to Section 409A, this Agreement shall be interpreted in a manner that complies with Section 409A to the fullest extent possible. In furtherance thereof, if payment or provision of any amount or benefit hereunder at the time specified in this Agreement would subject such amount or benefit to any tax under Section 409A, the payment or provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment or the provision of such amount or benefit could be made without incurring such tax (including paying any severance that is delayed in a lump sum upon the earliest possible payment date which is consistent with Section 409A). In addition, to the extent that any regulations or guidance issued under Section 409A (after application of the previous provision of this paragraph) would result in Executive being subject to the payment of interest or any additional tax under Section 409A, the Company and Executive agree, to the extent reasonably possible, to amend this Agreement in order to preserve avoid the payments imposition of any such interest or additional tax under Section 409A, which amendment shall have the least possible economic effect on Executive as reasonably determined in good faith by the Company and benefits provided hereunder without additional cost to either partyExecutive. Solely for the purposes Notwithstanding any other provisions of Section 409A of the Codethis Agreement, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation does not guarantee that any nonqualified deferred compensation under this Agreement complies with or warranty is exempt from Section 409A, and shall not have no any liability to the Awardee or indemnify Executive or any other person if with respect to any provisions of this Agreement are determined tax consequences that arise from any failure to constitute deferred compensation subject to Section 409A of the Code but do not satisfy comply with or meet an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:under Section 409A.

Appears in 2 contracts

Samples: Employment and Noncompetition Agreement (Blackbaud Inc), Employment and Noncompetition Agreement (Blackbaud Inc)

Section 409A. This Award It is also the intention of this Agreement that all income tax liability on payments made pursuant to this Agreement or any Benefit Plans be deferred until Executive actually receives such payment to the extent Code Section 409A applies to such payments, and this Agreement shall be interpreted in a manner consistent with this intent. Therefore, if any provision of this Agreement or any Benefit Plans is intended found not to be in compliance with the provisions any applicable requirements of Code Section 409A of the Internal Revenue Code 409A, that provision will be deemed amended and will be construed and administered, insofar as possible, so that this Agreement and any Benefit Plans, to the extent applicablepermitted by law and deemed advisable by the Company, do not trigger taxes and other penalties under Code Section 409A; provided, however, that Executive will not be required to forfeit any payment otherwise due without Executive’s consent. In the Regulations issued thereunder. Anything in this Agreement event that, despite the parties’ intentions, any amount hereunder becomes taxable prior to the contrary notwithstandingdate that it would otherwise be paid, if the Company shall pay to the Executive (which payment may be made in whole or in part by way of direct remittance to appropriate tax authorities) the portion of such amount needed to pay applicable income and excise taxes and any interest or other penalties on such amounts. Any remaining portion of such amount shall be paid to Executive at the time otherwise specified in this Agreement, subject to Section 3(b). Solely for purposes of determining the Awardee’s time and form of payments due under this Agreement or otherwise in connection with his termination of employment with the Company and that are subject to Code Section 409A, Executive shall not be deemed to have incurred a termination of employment unless and until he shall incur a “separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employeeservice” within the meaning of Code Section 409A(a)(2)(B)(i) of the Code, then to the extent any 409A. It is intended that each payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) installment of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:

Appears in 2 contracts

Samples: Change in Control Agreement (Lawson Products Inc/New/De/), Change in Control Agreement (Lawson Products Inc/New/De/)

Section 409A. This Award Agreement is intended to shall at all times be in compliance with administered and the provisions of this Agreement shall be interpreted consistent with the requirements of Section 409A. For purposes of this Agreement, Section 409A of the Internal Revenue Code shall refer to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder amended (the “Code”)) and the Treasury regulations and any other authoritative guidance issued thereunder. Any modification to the terms of this Agreement that would inadvertently result in an additional tax liability on the part of the Employee shall have no effect, provided the change in the terms of the Agreement are rescinded by the earlier of a date before the right is exercised (if the change grants a discretionary right) and the last day of the calendar year during which such change occurred. On or before December 31, 2008, if the Employee wishes to change his or her election as to the form or timing of the payment under this Agreement, the Company determines Employee may do so by completing a Transition Relief Election Form, provided that any such election (i) must be made prior to the Awardee Employee’s separation from service, (ii) shall not take effect before the date that is 12 months after the date the election is made, (iii) cannot apply to amounts that would otherwise be payable in 2008 and may not cause an amount to be paid in 2008 that would otherwise be paid in a later year. Changes to elections under this Agreement after December 31, 2008: (i) may not accelerate the payment of benefits, (ii) must be made at least 12 months prior to the scheduled distribution date, and (iii) must postpone payment (or the commencement of payments) for at least five (5) years from the scheduled distribution date. Despite any contrary provision of this Agreement, if, when an Employee’s service terminates, the Employee is a “specified employee,within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made defined in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all and if any payments hereunder comply with Section 409A of the Code. The parties agree that under this Agreement may be amended, as reasonably requested by either party, and as may be necessary will result in additional tax or interest to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes Employee because of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A Employee shall not be considered a separate payment. The Company makes no representation or warranty and shall have no liability entitled to the Awardee such payments until the earliest of (i) the date that is at least six months after termination of the Employee’s employment for reasons other than the Employee’s death, (ii) the date of the Employee’s death, or (iii) any other person if any provisions of this Agreement are determined earlier date that does not result in additional tax or interest to constitute deferred compensation subject to the Employee under Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:Code.”

Appears in 2 contracts

Samples: Supplemental Income Plan Agreement (First South Bancorp Inc /Va/), Supplemental Income Agreement (First South Bancorp Inc /Va/)

Section 409A. This Award Agreement It is intended to be in compliance that this Agreement and any payment, distribution or other benefit hereunder shall comply with the provisions requirements of Section 409A of the Code, as well as any related regulations or other guidance promulgated by the U.S. Department of the Treasury or the Internal Revenue Code Service ("Section 409A"), to the extent applicable, and the Regulations issued thereunderterms of this Agreement and of any compensation or benefit plan under which compensation or benefits are provided shall be interpreted accordingly. Anything If Employee is a "specified employee" under Section 409A, to the extent required to comply with Section 409(a)(2)(b)(i), no payment, distribution or other benefit described in this Agreement to the contrary notwithstanding, if at the time constituting a distribution of the Awardee’s separation from service deferred compensation (within the meaning of Treasury Regulation Section 409A of 1.409A-1(b)) to be paid during the Internal Revenue Code of 1986, as amended, and the regulations thereunder six-month period following a separation from service (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h)) will be made during such six-month period. Instead, any such deferred compensation shall be paid on the first business day following the six-month anniversary of the separation from service. In no event may Employee, directly or indirectly, designate the calendar year of a payment. To the extent that the payment of any provision of amount under this Agreement constitutes deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) and such amount is ambiguous as payable within a number of days (e.g., not later than the sixty-fifth (65th) day after the Date of Termination) that begins in one calendar year and ends in a subsequent calendar year, such amount shall be paid in the subsequent calendar year. Any provision that would cause this Agreement or a payment, distribution or other benefit hereunder to its compliance with fail to satisfy the requirements of Section 409A shall have no force or effect and, to the extent an amendment would be effective for purposes of the CodeSection 409A, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may shall be amended, as reasonably requested by either party, and as may be necessary amended to fully comply with Section 409A 409A. Such amendment shall be retroactive to the extent permitted by Section 409A. For purposes of this Agreement, Employee shall not be deemed to have terminated employment unless and until a separation from service (within the Code meaning of Treasury Regulation Section 1.409A-1(h)) has occurred. All reimbursements and all related rules and regulations in order to preserve the payments and in-kind benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of under this Agreement are determined to that constitute deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the time period specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made not later than the last day of the Employee's taxable year following the taxable year in which such expense was incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to Section 409A liquidation or exchange for another benefit. Notwithstanding anything to the contrary, in no event shall the Company, any affiliate of the Code but do not satisfy an exemption fromCompany, or any employee, director, representative, agent or advisor of the conditions ofCompany or any affiliate of the Company be liable for or in respect of any additional tax, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIESinterest or penalty that may be imposed on Employee or other person under Section 409(A), INC. By:or for damages for failing to comply with Section 409(A).

Appears in 2 contracts

Samples: Employment Agreement (Fidelity National Financial, Inc.), Employment Agreement (Fidelity National Financial, Inc.)

Section 409A. This Award Payments made pursuant to this Plan and this Grant Agreement is are intended to be in compliance comply with the provisions of or qualify for an exemption from Section 409A of the Internal Revenue Code (“Section 409A”). The Company reserves the right, to the extent applicablethe Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Grant Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, including any amendments or actions that would result in the Regulations issued thereunderreduction of benefits payable under this Grant Agreement, as the Company determines are necessary or appropriate to ensure that all PARSUs and dividend equivalent payments are made in a manner that qualifies for an exemption from, or complies with, Section 409A or mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 409A; provided however, that the Company makes no representations that the XXXXX or the dividend equivalents will be exempt from any penalties that may apply under Section 409A and makes no undertaking to preclude Section 409A from applying to this XXXXX or the dividend equivalents. Anything in this Agreement For the avoidance of doubt, the Employee hereby acknowledges and agrees that the Company will have no liability to the contrary notwithstandingEmployee or any other party if any amounts payable under this Grant Agreement are not exempt from, if at or compliant with, Section 409A, or for any action taken by the time Company with respect thereto. Any PARSUs or dividend equivalents the settlement of the Awardee’s which is triggered by “separation from service service” (within the meaning of Section 409A 409A) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of (as defined under Section 409A(a)(2)(B)(i409A) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would shall be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as made on a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (Aa) the Employee’s death or (b) the later of the specified settlement date and the date which is six months and one day after the Awardeedate of the Employee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:.

Appears in 2 contracts

Samples: Grant Agreement (Hp Inc), Grant Agreement (Hewlett Packard Enterprise Co)

Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to To the extent applicable, and the Regulations issued thereunder. Anything in any provision of this Agreement or action by the Company would subject the Executive to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of liability for interest or additional taxes under Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder amended (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Codeit shall be deemed null and void, then to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A and the interpretive guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements and in-kind distributions, and this Agreement shall be administered accordingly, and interpreted and construed on a basis consistent with such intent. Each payment under Paragraph 2 above or any payment Company benefit plan is intended to be treated as one of a series of separate payments for purposes of Code Section 409A and Treasury Regulation § 1.409A- 2(b)(2)(iii) (or any similar or successor provisions). To the extent any reimbursements or in-kind benefit that the Awardee becomes entitled to payments under this Agreement would be considered deferred compensation are subject to the 20 percent additional tax imposed pursuant to Code Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code409A, such payment shall not be payable reimbursements and such in-kind benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred payments shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h§ 1 .409A- 3(i)(1)(iv) (or any similar or successor provisions). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this This Agreement may be amended, as reasonably requested amended to the extent necessary (including retroactively) by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations Company in order to preserve the payments compliance with Code Section 409A. The preceding shall not be construed as a guarantee of any particular tax effect for Executive’s compensation and benefits and the Company does not guarantee that any compensation or benefits provided hereunder without additional cost to either party. Solely for under this Agreement will satisfy the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Code Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section409A. READ THIS AGREEMENT AND RELEASE AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS BEFORE SIGNING IT; IT INCLUDES A RELEASE AND WAIVER OF KNOWN AND UNKNOWN CLAIMS. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:CONSULT YOUR ATTORNEY BEFORE SIGNING IT.

Appears in 2 contracts

Samples: Separation Agreement and General Release, Separation Agreement and General Release (Addus HomeCare Corp)

Section 409A. This Award Agreement and the Restricted Stock Units granted hereunder are intended to fit within the “short-term deferral” exemption from Section 409A of the Code, as set forth in Treasury Regulation Section 1.409A-1(b)(4) or any successor provision, or to comply with, or otherwise be exempt from, Section 409A of the Code. This Agreement and the Restricted Stock Units shall be administered, interpreted and construed in a manner consistent with Section 409A of the Code. Each amount payable under this Agreement is intended to be in compliance with the provisions designated as a separate identified payment for purposes of Section 409A of the Internal Revenue Code Code. If and to the extent applicable(i) any portion of any payment, and the Regulations issued thereunder. Anything in this Agreement compensation or other benefit provided to the contrary notwithstanding, if at Participant in connection with the time of the AwardeeParticipant’s separation from service employment termination constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and (ii) the regulations thereunder (the “Code”), the Company determines that the Awardee Participant is a specified employee” within the meaning of employee as defined in Section 409A(a)(2)(B)(i) of the Code, then to in each case as determined by the extent any payment Company in accordance with its procedures, by which determinations the Participant (through accepting the Restricted Stock Units) agrees that he or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) she is bound, such portion of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Codepayment, such payment shall not be payable and such compensation or other benefit shall not be provided until paid before the date day that is the earlier of (A) six months and plus one day after the Awardee’s date of “separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with determined under Section 409A of the Code) (the “New Payment Date”), the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, except as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code may then permit. The aggregate of any payments that otherwise would have been paid to the Participant during the period between the date of separation from service and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A New Payment Date shall be considered paid to the Participant in a separate paymentlump sum on such New Payment Date, and any remaining payments will be paid on their original schedule. The Company makes no representation representations or warranty and shall have no liability to the Awardee Participant or any other person if any provisions of this Agreement or payments, compensation or other benefits hereunder are determined to constitute nonqualified deferred compensation subject to Section 409A of the Code but do not to satisfy an exemption from, from or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:of that section.

Appears in 2 contracts

Samples: Restricted Stock Unit Award Agreement (KALA BIO, Inc.), Restricted Stock Unit Award Agreement (Kala Pharmaceuticals, Inc.)

Section 409A. This Award Agreement is intended to be in compliance comply with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amendedamended (“Section 409A”) or an available exemption therefrom. However, notwithstanding any other provision of the Plan or this Agreement, if at any time the Committee determines that the Performance Shares (or any portion thereof) may not be compliant with or exempt from Section 409A, the Committee may work in good faith with the Grantee (without any obligation to do so or to indemnify or to be responsible for damages to the Grantee or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the regulations thereunder Committee determines are necessary or appropriate to provide for the Performance Shares to either be exempt from the application of Section 409A or comply with the requirements of Section 409A; provided, however, that nothing herein shall create any obligation on the part of the -6- Company to adopt any such amendment or take any other action. Notwithstanding anything herein to the contrary, no payment hereunder shall be made to the Grantee during the six (6)-month period following the Grantee’s Code”separation from service” (within the meaning of Section 409A) to the extent that the Company determines that paying such amounts at the time set forth herein would be a prohibited distribution under Section 409A(a)(2)(B)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then within thirty (30) days following the end of such six (6)-month period (or, if earlier, the Grantee’s death), the Company determines shall pay the Grantee the cumulative amounts that would have otherwise been payable to the Awardee is a Grantee during such period, without interest. For the avoidance of doubt, to the extent that any Performance Shares are specified employeenonqualified deferred compensation” within the meaning of Section 409A(a)(2)(B)(i) 409A, the settlement of the Code, then Performance Shares hereunder upon a Change in Control shall only occur to the extent any payment that such Change in Control is also a “change in the ownership or benefit that effective control of a corporation, or a change in the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) ownership of a substantial portion of the Code as assets of a result of corporation” within the application meaning of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h409A(a)(2)(A)(v). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:15.

Appears in 1 contract

Samples: Performance Share Award Agreement

Section 409A. This It is intended that the Option awarded pursuant to this Award Agreement is intended to be in compliance with the provisions of exempt from Section 409A of the Internal Revenue Code (“Section 409A”) because it is believed that (i) the Exercise Price per Share may never be less than the Fair Market Value of a Share on the Grant Date and the number of Shares subject to the extent applicableOption is fixed on the original Grant Date, (ii) the Transfer or exercise of the Option is subject to taxation under Section 83 of the Code and Treasury Regulation 1.83-7, and (iii) the Option does not include any feature for the deferral of compensation other than the deferral of recognition of income until the exercise of the Option. The provisions of this Award Agreement shall be interpreted in a manner consistent with this intention. In the event that the Company believes, at any time, that any benefit or right under this Award Agreement is subject to Section 409A, then the Committee may (acting alone and without any required consent by you) amend this Award Agreement in such manner as the Committee deems necessary or appropriate to be exempt from or otherwise comply with the requirements of Section 409A (including without limitation, amending the Award Agreement to increase the Exercise Price per Share to such amount as may be required in order for the Option to be exempt from Section 409A). Notwithstanding the foregoing, the Company, its Subsidiaries and Affiliates do not make any representation to you that the Option awarded pursuant to this Award Agreement shall be exempt from or satisfy the requirements of Section 409A, and the Regulations issued thereunder. Anything Company, its Subsidiaries and Affiliates shall have no liability or other obligation to indemnify or hold harmless you or any Beneficiary, Transferee or other party for any tax, additional tax, interest or penalties that you or any Beneficiary, Transferee or other party may incur in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent event that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the CodeAgreement, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee any amendment or modification thereof or any other person if action taken with respect thereto, is deemed to violate any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:requirements of Section 409A.

Appears in 1 contract

Samples: Non Qualified Stock Option Award Agreement (Kraft Heinz Co)

Section 409A. This Award Agreement It is intended to that any amounts payable under this Agreement shall either be in compliance exempt from or comply with the provisions of Section 409A of the U.S. Internal Revenue Code (including the Treasury regulations and other published guidance relating thereto) (“Section 409A”) so as not to subject Mxxxx to payment of any additional tax, penalty or interest imposed under Section 409A. The provisions of this Agreement shall be construed and interpreted consistent with that intent. Without limiting the generality of the foregoing, to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement necessary to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the comply with Internal Revenue Code of 1986Section 409A, as amendedany payment to which Mxxxx becomes entitled under this Agreement, or any arrangement or plan referenced in this Agreement, that constitutes “deferred compensation” under 409A and the regulations thereunder is (the “Code”), the Company determines that the Awardee i) payable upon MXXXX’x termination; (ii) at a time when Mxxxx is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment defined by 409A shall not be payable and such benefit shall not be provided made until the date that is the earlier of (Aa) the expiration of the six months and one day after month period (the Awardee’s “Deferral Period”) measured from the date of Mxxxx’x “separation from service, ”; or (Bb) the Awardee’s date of Mxxxx’x death. The determination Upon the expiration of the Deferral Period, all payments that would have been made during the Deferral Period (whether and when in a separation from service has occurred single lump sum or in installments) shall be made paid as a single lump sum to Mxxxx or, if applicable, his beneficiary. For purposes of this Section, amounts that constitute “separation pay” in accordance with Internal Revenue Code Regulations Section 1.409A-1(b)(9)(iii) shall not be subject to the presumptions set forth in Treasury Regulation Section 1.409A-1(h)Deferral Period. To the extent that any provision of Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Code Section 409A. Mxxxx represents and warrants that he has consulted with his own tax advisors and counsel in connection with this Agreement and is ambiguous not relying on the Company, the Company’s counsel, or any Releasee for tax advice as to its compliance with Section 409A the matters covered by this Agreement, including by way of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A example but not of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve limitation the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:set out in Paragraph 3.

Appears in 1 contract

Samples: Separation and General Release Agreement (Truett-Hurst, Inc.)

Section 409A. This Award The parties intend for the payments and benefits under this Agreement is intended to be exempt from Section 409A of the Code or, if not so exempt, to be paid or provided in a manner which complies with the requirements of such section and intend that this Agreement shall be construed and administered in accordance with such intention. In the event the Company determines that a payment or benefit under this Agreement may not be in compliance with the provisions of Section 409A of the Internal Revenue Code Code, the Company shall reasonably confer with Employee in order to the extent applicable, and the Regulations issued thereunder. Anything in modify or amend this Agreement to the contrary notwithstanding, if at the time comply with Section 409A of the Awardee’s separation from service within Code and to do so in a manner to best preserve the meaning economic benefit of this Agreement. Notwithstanding anything contained herein to the contrary, (i) in the event (i) any payments described in Section 4 would be “deferred compensation” subject to Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder amended (the “Code”), the Company determines that the Awardee ; and (ii) Employee is a “specified employee” within the meaning of (as defined in Code Section 409A(a)(2)(B)(i) of the Code409A(2)(B)(i)), then such payments shall, to the extent any payment or benefit that required by Code Section 409A, be delayed for the Awardee becomes entitled minimum period and in the minimum manner necessary to under this Agreement would be considered deferred compensation subject to avoid the 20 percent additional tax imposed pursuant to Section 409A(a) imposition of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with tax required by Section 409A of the Code, the provision ; (ii) each amount to be paid or benefit to be provided under this Agreement shall be read in such construed as a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely separately identified payment for the purposes of Section 409A of the Code, ; (iii) any payments that are due within the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to “short term deferral period” as defined in Section 409A of the Code but do shall not satisfy an exemption frombe treated as deferred compensation unless applicable law requires otherwise; and (iv) amounts reimbursable to Employee under this Agreement shall be paid to Employee on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Employee) during any one (1) year may not affect amounts reimbursable or provided in any subsequent year. Notwithstanding anything in this Agreement to the contrary, in the event any payments hereunder could occur in one of two calendar years as a result of being dependent upon the Release becoming nonrevocable, then, to the extent required to avoid the imposition of taxes or penalties under Section 409A of the conditions ofCode, such Section. EXECUTED payments shall commence on the day and year first above written. UFP TECHNOLOGIESregularly scheduled payroll date of the Company, INC. By:following the date the Release becomes nonrevocable, that occurs in the second of such two calendar years.

Appears in 1 contract

Samples: And Inventions Agreement (Biocryst Pharmaceuticals Inc)

Section 409A. This Award The parties intend that the benefits and rights provided under this Agreement be exempt from or comply with Section 409A, and the provisions of this Agreement shall be construed in a manner consistent with that intent and the requirements for avoiding taxes or penalties under Section 409A. If either party believes, at any time, that any such benefit or right that is intended subject to be Section 409A does not so comply, it shall promptly advise the other parties and all parties shall negotiate reasonably and in good faith to amend or clarify the terms of such benefits and rights such that they do not violate Section 409A (with the intent and effect of avoiding any adverse economic effect for Executive). No party, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to Section 409A of the Internal Revenue Code shall be paid prior to the earliest date on which it may be paid without violating Section 409A. To the extent applicablerequired to comply with Section 409A, and the Regulations issued thereunder. Anything in no payment or benefit required to be paid under this Agreement to the contrary notwithstanding, if at the time on account of the Awardeetermination of Executive’s employment shall be made unless and until Executive incurs a “separation from service service” within the meaning of Section 409A and, for purposes of the Internal Revenue Code any such provision of 1986this Agreement, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is references to a “specified employeetermination,within “separation” or like terms shall have the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To 409A. For purposes of applying the extent that any provision provisions of this Agreement is ambiguous as to its compliance with Section 409A to this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement, and each individual installment in a series of the Codepayments, the provision shall be read in such construed as a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely separate identified payment for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:409A.

Appears in 1 contract

Samples: Retention and Award Agreement (Bridge Bancorp, Inc.)

Section 409A. This Award The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with or are exempt from Section 409A of the Code. Each payment pursuant to this Agreement is intended to be in compliance with the provisions constitute a separate payment for purposes of Treasury Regulation Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder1.409A-2(b)(2). Anything in this Agreement to the contrary notwithstanding, if at the time of the AwardeeEmployee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee Employee becomes entitled to under this Agreement on account of the Employee’s separation from service would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the AwardeeEmployee’s separation from service, or (B) the AwardeeEmployee’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Employee’s termination of employment, then such payments or benefits shall be payable only upon the Employee’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:.

Appears in 1 contract

Samples: Change of Control Severance Agreement (Unwired Planet, Inc.)

Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to To the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made interpreted and applied consistent and in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may not be either exempt from or compliant with Section 409A of the Code and related rules Department of Treasury guidance, the Company may in its sole discretion adopt such amendments to this Agreement or adopt other policies and regulations in order procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the payments intended tax treatment of such compensation and benefits provided hereunder without additional cost benefits, or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 19 shall not create any obligation on the part of the Company to either partyadopt any such amendment, policy or procedure or take any such other action. Solely for To the purposes of extent permitted under Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a any separate payment. The Company makes no representation payment or warranty and shall have no liability to the Awardee or any other person if any provisions of benefit under this Agreement are determined to constitute or otherwise shall not be deemed “nonqualified deferred compensation compensation” subject to Section 409A of the Code but do not satisfy an exemption fromand the Payment Delay pursuant to Section 11 hereof to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A of the conditions ofCode. To the extent that any payments or reimbursements provided to Executive under this Agreement, including without limitation under Section 8 hereof, are deemed to constitute compensation to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such Sectionamounts shall be paid or reimbursed to Executive reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred. EXECUTED The amount of any such payments eligible for reimbursement in one year shall not affect the day payments or expenses that are eligible for payment or reimbursement in any other taxable year, and year first above written. UFP TECHNOLOGIES, INC. By:Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit.

Appears in 1 contract

Samples: Employment Agreement (Opnext Inc)

Section 409A. This Award The parties acknowledge and agree that the Benefits contemplated by this Agreement is are intended to be in compliance exempt from or compliant with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 19861986 (hereafter IRC 409A), as amended, and the regulations thereunder (the “Code”). However, the Company determines does not warrant to Xx. X'Xxxxx that all compensation paid to him or delivered to him for his services (including, but not limited to, the Benefits) will be exempt from, or paid in compliance with, IRC 409A. The Company may adopt (without any obligation to do so or to indemnify Xx. X'Xxxxx for failure to do so) such limited amendments to this Agreement and appropriate policies and procedures, that the Awardee is a “specified employee” within Company reasonably determines are necessary or appropriate to (i) exempt the meaning of Section 409A(a)(2)(B)(i) severance pay from IRC 409A and/or preserve the intended tax treatment of the Code, then compensation and Benefits provided with respect to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (Bii) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance comply with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any requirements of IRC 409A. No provision of this Agreement is ambiguous shall be interpreted or construed to transfer any liability for failure to comply with the requirements of IRC 409A from Xx. X'Xxxxx to the Company or any of its affiliate, employees or agents. Xx. X'Xxxxx understands and agrees that he bears the entire risk of any adverse federal, state, or local tax consequences for his services on a basis contrary to the provisions of IRC 409A or comparable provisions of any applicable state or local income tax laws. Any taxable reimbursement of business or other expenses as specified under this Agreement will be subject to its compliance with Section 409A the following conditions: (1) the expenses eligible for reimbursement in one taxable year will not affect the expenses eligible for reimbursement in any other taxable year; (2) the reimbursement of a eligible expense will be made no later than the end of the Code, year after the provision shall year in which such expense was incurred; and (3) the right to reimbursement will not be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, liquidation or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:exchange for another benefit.

Appears in 1 contract

Samples: Severance Agreement and General Release (Connecticut Water Service Inc / Ct)

Section 409A. This Award To the extent applicable, this Agreement is intended to be in compliance comply with the provisions of Section 409A of the Internal Revenue Code Code, and it shall be interpreted in a manner that complies with such section to the fullest extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h)possible. To the extent that (a) any provision of payments or benefits to which you become entitled under this Agreement is ambiguous as to its compliance with Section 409A of the CodeAgreement, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or under any other person if any provisions agreement or Company plan, in connection with your termination of this Agreement are determined to employment with the Company constitute deferred compensation subject to Section 409A and (b) you are deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payments shall not be made or commence until the earliest of (i) the expiration of the Code but do six (6)‑month period measured from the date of your “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A) from the Company; or (ii) the date of your death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) tax for which you would otherwise be liable under Section 409A(a)(1)(b) in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to you or your beneficiary in one lump sum (without interest). Any termination of your employment is intended to constitute a “separation from service” and will be determined consistent with the rules relating to a “separation from service” as such term is defined in Treasury Regulation Section 1.409A‑1. It is intended that each installment of the payments provided hereunder constitute a separate “payment” for purposes of Treasury Regulation Section 1.409A‑2(b)(2)(i). The Company and you agree that the Company shall, with your written consent, have the power to adjust the timing or other details relating to the payments described in this Agreement if the Company determines that such adjustments are necessary in order to comply with or become exempt from the requirements of Section 409A, provided that no such adjustment will result in any material diminution of any economic benefit to be provided to you under this Agreement. Except as specifically permitted by Section 409A, the benefits and reimbursements provided to you under this Agreement during any calendar year shall not satisfy an exemption fromaffect the benefits and reimbursements to be provided to you under the relevant section of this Agreement in any other calendar year, and the right to such benefits, perquisites and reimbursements cannot be liquidated or exchanged for any other benefit and shall be provided in accordance with Treas. Reg. Section 1.409A‑3(i)(1)(iv) or any successor thereto. Further, in the conditions ofcase of reimbursement payments, such Section. EXECUTED payments shall be made to you on or before the last day and of the calendar year first above written. UFP TECHNOLOGIESfollowing the calendar year in which the underlying fee, INC. By:cost or expense is incurred.

Appears in 1 contract

Samples: Separation Agreement (Electronic Arts Inc.)

Section 409A. This Award Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is intended to be in compliance either exempt from or compliant with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of requirements Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder amended (the “Code”), and applicable Treasury Regulations issued thereunder. The Parties hereto acknowledge and agree that, to the Company determines that extent applicable, this Agreement shall be interpreted in accordance with, and incorporate the Awardee is a “specified employee” within the meaning of terms and conditions required by, Section 409A(a)(2)(B)(i) 409A of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under . No provision of this Agreement would shall be considered deferred compensation subject interpreted or construed to transfer any liability for failure to comply with the 20 percent additional tax imposed pursuant to requirements of Section 409A(a) 409A of the Code as a result from you or any other individual to the Company or any of the application of Section 409A(a)(2)(B)(i) of the Codeits affiliates, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, employees or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h)agents. To the extent that any provision of this Agreement is ambiguous as to its compliance with permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision shall be read in such a manner so that all payments hereunder comply with of Section 409A of the Code. The parties agree that Notwithstanding anything to the contrary in this Agreement may Agreement, no compensation or benefits shall be amended, as reasonably requested by either party, and as may be necessary paid to fully comply with Section 409A of you during the Code and all related rules and regulations in order to preserve six (6)-month period following your “separation from service” from the payments and benefits provided hereunder without additional cost to either party. Solely for Company (within the purposes meaning of Section 409A of the Code, a ”Separation from Service”) if the share increments issuable on each vesting date on Schedule A shall be considered Company determines that at the time of your Separation from Service that you are a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions “specified employee” for purposes of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption fromand paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A of the conditions ofCode without resulting in a prohibited distribution, including as a result of your death), the Company shall pay you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:period.

Appears in 1 contract

Samples: Separation Agreement and General Release (Life Time Group Holdings, Inc.)

Section 409A. This Award None of the Phantom Units, the DERs or any amounts paid pursuant to this Agreement is are intended to constitute or provide for a deferral of compensation that is subject to Section 409A of the Code. To the extent that the Committee determines that the Phantom Units or DERs are not exempt from Section 409A of the Code, the Committee may (but shall not be required to) amend this Agreement in compliance a manner intended to comply with the requirements of Section 409A of the Code or an exemption therefrom (including amendments with retroactive effect), or take any other actions as it deems necessary or appropriate to (a) exempt the Phantom Units or DERs from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Phantom Units or DERs, or (b) comply with the requirements of Section 409A of the Code. To the extent applicable, this Agreement shall be interpreted in accordance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunderCode. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent that any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered hereunder constitutes non-exempt “nonqualified deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely compensation” for the purposes of Section 409A of the Code, and such payment or benefit would otherwise be payable or distributable hereunder by reason of the share increments issuable on each vesting date on Schedule A Awardee’s termination of employment or other separation from service, all references to the Awardee’s termination of employment or other separation from service shall be construed to mean a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), and the Awardee shall not be considered to have a separate paymenttermination of employment or a separation from service unless such termination or separation constitutes a Separation from Service with respect to the Awardee. The Company makes Notwithstanding anything to the contrary in this Agreement, no representation or warranty and amounts payable under this Agreement on account of the Awardee’s Separation From Service shall have no liability be paid to the Awardee prior to the expiration of the six (6) month period following the Awardee’s Separation From Service to the extent that the Partnership Entities determine that paying such amounts prior to the expiration of such six (6) month period would result in a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amount is delayed as a result of the preceding sentence, then on the first business day following the end of the applicable six (6) month period (or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to such earlier date upon which such amount may be paid under Section 409A of the Code but do not satisfy an exemption fromwithout resulting in a prohibited distribution), or the conditions of, such Sectionamount shall be paid to the Awardee. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:[Signature Page Follows]

Appears in 1 contract

Samples: Phantom Unit Agreement (Arc Logistics Partners LP)

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Section 409A. This Award Agreement is intended To the extent (A) any payments to be which the Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in compliance connection with the provisions Executive’s termination of Section 409A of the Internal Revenue Code employment hereunder, constitute deferred compensation subject to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, amended (“Section 409A”) and (B) the regulations thereunder (Executive is deemed at the “Code”), the Company determines that the Awardee is time of such termination of employment to be a “specified employeespecifiedwithin the meaning of employee under Section 409A(a)(2)(B)(i) of the Code409A, then to the extent any such payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment payments shall not be payable and such benefit shall not be provided made or commence until the date that is the earlier of (A1) six months and one day after the Awardeeexpiration of the 6-month period measured from the date of the Executive’s separation from service, or (Bas such term is at the time defined in regulations under Section 409A) hereunder and (2) the Awardeedate of the Executive’s death. The determination of whether and when a death following such separation from service has occurred service. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be made paid to the Executive or his beneficiary in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(hone lump sum (without interest). To the extent that any provision of this Agreement is ambiguous as to its exemption or compliance with Section 409A of the Code409A, the provision shall will be read in such a manner so that (i) all payments hereunder are exempt from Section 409A to the maximum permissible extent and, (ii) for any payments where such construction is not tenable, so that those payments comply with Section 409A to the maximum permissible extent. Payments pursuant to this Agreement (or referenced in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Code. The parties agree that this Agreement may regulations under Section 409A. All references to termination of employment or similar terms shall be amended, as reasonably requested by either party, and as may be deemed to mean separation from service within the meaning of Section 409A to the extent necessary to fully comply with Section 409A 409A. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) Acacia or its affiliates will reimburse the Executive for expenses for which the Executive is entitled to be reimbursed on or before the last day of the Code calendar year following the calendar year in which the applicable expense is incurred or, if earlier, within 30 days after the Executive has substantiated the expense, and all related rules and regulations in order (z) the right to preserve the payments and payment or reimbursement or in-kind benefits provided hereunder without additional cost to either party. Solely may not be liquidated or exchanged for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:benefit.

Appears in 1 contract

Samples: Employment Agreement (Acacia Research Corp)

Section 409A. This Award Notwithstanding anything to the contrary set forth herein, this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is intended to be in compliance either exempt from or compliant with the provisions requirements of Section 409A of the Code ("Section 409A") and applicable Internal Revenue Code to the extent applicable, Service guidance and the Treasury Regulations issued thereunder. Anything in For purposes of Section 409A, Executive's right to receive installment payments pursuant to this Agreement agreement shall be treated as a right to receive a series of separate and distinct payments. Nevertheless, the contrary notwithstanding, if at the time tax treatment of the Awardee’s separation from service benefits provided under the Agreement is not warranted or guaranteed. In the event that the Executive is a "specified employee" within the meaning of Section 409A 409A, payments under Section 9(b) of this Agreement shall not commence or be made until the first day of the Internal Revenue Code seventh month following the Termination Date, or shall be otherwise modified, but only to the minimum extent necessary to avoid the imposition of 1986the additional twenty percent (20%) tax imposed under Section 409A; provided, as amendedhowever, and that any such modification shall preserve, to the regulations thereunder (the “Code”)maximum extent possible in a Section 409A compliant manner, the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) original intent of the Codeparties to this Agreement. In addition, then to the extent any payment parties hereby agree that it is their intention that all payments or benefit that the Awardee becomes entitled to benefits provided under this Agreement would are exempt from or comply with Section 409A, and this Agreement shall be considered deferred compensation subject interpreted accordingly. The Executive is advised to the 20 percent additional seek independent advice from his tax imposed pursuant advisor(s) with respect to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of 409A to any payments or benefits under this Agreement. Notwithstanding the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Codeforegoing, the provision shall be read in such a manner so that all Company does not guarantee the tax treatment of any payments hereunder comply with Section 409A of the Code. The parties agree that or benefits under this Agreement may be amendedAgreement, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of including without limitation under the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Codeor other federal, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation state or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:local.

Appears in 1 contract

Samples: Employment Agreement (Lsi Industries Inc)

Section 409A. This Award Agreement (a)This letter agreement is intended to be in compliance with satisfy the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning requirements of Section 409A of the Internal Revenue Code of 1986, as amendedamended (“Section 409A”) with respect to amounts, if any, subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. If either party notifies the other in writing that one or more or the provisions of this letter agreement contravenes any Treasury Regulations or guidance promulgated under Section 409A or causes any amounts to be subject to interest, additional tax or penalties under Section 409A, the parties shall promptly and reasonably consult with each other, in good faith to reform the provisions of this letter agreement, as appropriate, to (i) maintain to the maximum extent reasonably practicable the original intent of the applicable provisions without violating the provisions of Section 409A or increasing the costs to Wendy’s/Arby’s or its affiliates of providing the applicable benefit or payment and (ii) to the extent possible, to avoid the imposition of any interest, additional tax or other penalties under Section 409A upon you or Wendy’s/Arby’s . Notwithstanding the foregoing, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this letter agreement (including any taxes and penalties under Section 409A), and neither Wendy’s/Arby’s nor any of its affiliates shall have any obligation to indemnify or otherwise hold you (or any beneficiary) harmless from any or all of such taxes or penalties (b)To the regulations thereunder extent you would otherwise be entitled to any payment or benefit under this letter agreement, or any plan or arrangement of Wendy’s/Arby’s or its affiliates, that constitutes a “deferral of compensation” subject to Section 409A and that if paid or provided during the six (6) months beginning on the “Code”), date of termination of your employment would be subject to the Company determines that the Awardee is Section 409A additional tax because you are a “specified employee” (within the meaning of Section 409A and as determined by Wendy’s/Arby’s), the payment or benefit will be paid or provided to you on the earlier of the first day following the six (6) month anniversary of your date of termination or your death. 12 (c)Any payment or benefit due upon a termination of your employment that represents a “deferral of compensation” within the meaning of Section 409A(a)(2)(B)(i) 409A shall be paid or provided to you only upon a “separation from service” as defined in Treas. Reg. § 1.409A-1(h). Each payment made under this letter agreement shall be deemed to be a separate payment for purposes of the Code, then Section 409A. Amounts payable under this letter agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation § 1.409A-1 through A-6. (d)Notwithstanding anything to the contrary in this letter agreement or elsewhere, any payment or benefit under this letter agreement or otherwise that is exempt from Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to you only to the extent that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to expenses are not incurred, or the 20 percent additional tax imposed pursuant to Section 409A(a) benefits are not provided, beyond the last day of the Code as a result of second calendar year following the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s calendar year in which your “separation from service, or (B) ” occurs; and provided further that such expenses are reimbursed no later than the Awardee’s death. The determination last day of whether and when a the third calendar year following the calendar year in which your “separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h)service” occurs. To the extent that any expense reimbursement or the provision of this Agreement any in-kind benefit is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), the amount of the Code but do not satisfy an exemption fromany such expenses eligible for reimbursement, or the conditions ofprovision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), and in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which you incurred such Sectionexpenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:13 17.

Appears in 1 contract

Samples: Employment Agreement

Section 409A. This To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A, the Plan, the Program pursuant to which such Award is granted and the Award Agreement is intended to be in compliance with evidencing such Award shall incorporate the provisions of terms and conditions required by Section 409A of the Internal Revenue Code 409A. In that regard, to the extent applicableany Award under the Plan or any other compensatory plan or arrangement of the Company or any of its Subsidiaries is subject to Section 409A, and the Regulations issued thereunder. Anything in this Agreement such Award or other amount is payable on account of a Participant’s Termination of Service (or any similarly defined term), then (a) such Award or amount shall only be paid to the contrary notwithstanding, if at the time extent such Termination of the Awardee’s Service qualifies as a “separation from service within the meaning of service” as defined in Section 409A of the Internal Revenue Code of 1986, as amended409A, and the regulations thereunder (the “Code”), the Company determines that the Awardee b) if such Award or amount is payable to a “specified employee” within the meaning of as defined in Section 409A(a)(2)(B)(i) of the Code, 409A then to the extent any payment or benefit that the Awardee becomes entitled required in order to avoid a prohibited distribution under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code409A, such Award or other compensatory payment shall not be payable and such benefit shall not be provided until the date that is prior to the earlier of (i) the expiration of the six-month period measured from the date of the Participant’s Termination of Service, or (ii) the date of the Participant’s death. To the extent applicable, the Plan, the Program and any Award Agreements shall be interpreted in accordance with Section 409A. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Administrator determines that any Award may be subject to Section 409A, the Administrator may (but is not obligated to), without a Holder’s consent, adopt such amendments to the Plan and the applicable Program and Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (A) six months and one day after exempt the Awardee’s separation Award from serviceSection 409A and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance comply with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes requirements of Section 409A and thereby avoid the application of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. any penalty taxes under Section 409A. The Company makes no representation representations or warranty warranties as to the tax treatment of any Award under Section 409A or otherwise. The Company shall have no obligation under this Section 12.10 or otherwise to take any action (whether or not described herein) to avoid the imposition of taxes, penalties or interest under Section 409A with respect to any Award and shall have no liability to the Awardee any Holder or any other person if any provisions of this Agreement Award, compensation or other benefits under the Plan are determined to constitute non-compliant, “nonqualified deferred compensation compensation” subject to the imposition of taxes, penalties and/or interest under Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:409A.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Conyers Park II Acquisition Corp.)

Section 409A. This Award No payment that may be made pursuant to this Agreement is intended to be in compliance with that constitutes “nonqualified deferred compensation” within the provisions meaning of Section 409A of the Internal Revenue Code may be accelerated or deferred by the Company or the Executive. Notwithstanding anything herein (or in any other agreement or arrangement between the Executive and the Company) to the extent applicablecontrary, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the AwardeeExecutive’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the AwardeeExecutive’s separation from service, or (B) the AwardeeExecutive’s death. The determination of whether and when a separation from service has occurred shall parties intend that this Agreement will be made administered in accordance with Section 409A of the presumptions set forth in Treasury Regulation Section 1.409A-1(h)Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes The determination of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A whether and when a separation from service has occurred shall be considered a separate paymentmade in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). The Company makes no representation or warranty and shall have no liability to the Awardee Executive or any other person if any payments under the Change of Control Plan or under provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:.

Appears in 1 contract

Samples: Lionbridge Technologies, Inc. Agreement (Lionbridge Technologies Inc /De/)

Section 409A. This Award Agreement is intended to be in compliance with the provisions For purposes of Section 409A of the Internal Revenue Code Section 409A. the regulations and other guidance thereunder and any state law of similar effect (collectively "Section 409A"), each payment that is paid pursuant to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement is hereby designated as a separate payment. For purposes of this Agreement, any reference to the contrary notwithstanding, if at the time "termination" or "termination of the Awardee’s employment" or any similar term shall be construed to mean a "separation from service service'' within the meaning of Section 409A. The parties intend that all payments made or to be made under this Agreement comply with, or are exempt from. the requirements of Section 409A so that none of the Internal Revenue Code of 1986, as amendedpayments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. Notwithstanding the regulations thereunder foregoing, if any of the payments provided in connection with Consultant's separation from service do not qualify for any reason to be exempt from Section 409A and Consultant is, at the time of Consultant's separation from service, a "specified employee," as defined in Treasury Regulation Section 1.409A-l(i) (the “Code”i.e., Consultant is a "key employee" of a publicly traded company), each such payment will not be made until the Company determines first regularly scheduled payroll date of the 7th month after Consultant's separation from service and, on such date (or, if earlier, the date of Consultant's death), Consultant will receive all payments that would have been paid during such period in a single lump sum. In addition, notwithstanding any other provision herein to the Awardee is a “specified employee” contrary, to the extent that any reimbursements or in-kind benefits under this Agreement or otherwise constitute non-exempt "nonqualified deferred compensation" within the meaning of Section 409A(a)(2)(B)(i409A, then any such payments. reimbursements and/or benefits (i) shall be paid or reimbursed promptly but no later than December 31st of the Codecalendar year following the year in which the expense was incurred by Consultant, then (ii) shall not in any way affect the expenses eligible for reimbursement or in-kind benefits to the extent be provided in any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(aother calendar year, and (iii) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, liquidation or the conditions of, such Sectionexchange for another benefit. EXECUTED the day and year first above written. UFP TECHNOLOGIESCOMPANY: NOCIMED, INC. By:: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Chairman of the Board Address: XXXXX, XX Email: xxxxxxxx@xxxxxxx.xxx CONSULTANT: By: /s/ Xxxxxxx Xxxxxxxx, MD (Signature) Xxxxxxx Xxxxxxxx, MD PRINT NAME Address: XXXXX, XX Email: xxxx@xxxxxxxx.xxx EXHIBIT A DESCRIPTION OF CONSULTING SERVICES Consultant is authorized to sign and deliver any agreement in the name of the Company and to otherwise obligate the Company in any respect relating to matters of the business of the Company, and to delegate such authority in his or her discretion, provided only to the extent of such specific matters delegated in writing to the Executive Director by the Company's Board of Directors and which specific matters shall initially include the following: Prior to a consummation of the IPO, Consultant shall represent the Company in planning and conducting the IPO, and which shall include to interact with partners, vendors, & employees, and to manage and direct the Company's preparation of information and materials, and to provide personal services and conduct promotional activities, as such foregoing activities may be necessary and required under such IPO-related engagement and process; provided, however, that any and all final terms of engagement with any underwriter or similar outside party on Company's behalf in relation to the IPO, and/or final decisions related to formally filing for and entering the IPO, and/or actually conducting and consummating the IPO, must be approved by the Company's Board of Directors. EXHIBIT B COMPENSATION Cash Compensation: · $25.000 per month, commencing as of March 1, 2021 (the "Monthly Fee"). · Accrued monthly (and pro-rated for any partial month) prior to the IPO. · Accrued amounts payable within 10 days following the consummation of the IPO (provided Consultant is still providing services at IPO effectiveness). Equity Compensation: · Stock option grant under the Company's equity incentive plan. · Grant for 9,000,000 common shares total. · The stock option grant will be subject to the terms and conditions set forth in the Company's equity incentive plan. · Stock option grant shall provide for a net or cashless exercise. · Grant will be made promptly after the execution date of this Agreement. · Exercise price per common share will be equal to the 409A fair market value as of the date of grant. · The number of option grant shares and the per share exercise price of the stock option grant shall be proportionately adjusted in the event of a stock split, reverse stock split, stock dividend, combination, consolidation, reclassification of the shares of the Company's Common Stock or subdivision of the shares of the Company's Common Stock. · Ten year stock option term. · Vesting: o The stock option shall vest (in whole or in part) upon consummation of the IPO based upon the Company Valuation reflected in the terms of the IPO. o Any portion of the stock option that does not vest pursuant to the terms of the IPO shall be cancelled. o The number of shares that vest upon an IPO shall equal: (i) 0.1667, times (ii) the Company Valuation, divided by (iii) the Share Price. o Illustration #1: The Company completes the IPO where the Pre-Transaction Shares are 15 million, and the Share Price is $5. The Company Valuation would be $75 million. 2,500,500 stock option grant shares would vest and 6,499,500 stock option grant shares would be cancelled. o Illustration #2: The Company completes the IPO where the Pre-Transaction Shares are 20 million, and the Share Price is $5. The Company Valuation would be capped at the maximum 90 million. 3,000,600 stock option grant shares would vest and 5,999,400 stock option grant shares would be cancelled. o Illustration #3: Prior to the IPO, the Company completes a 3-into-1 reverse stock split. The stock option grant is ratably adjusted into a grant for 3 million shares (9 million divided by 3) with a per share exercise price of 0.78 ($0.26 grant date 409A price times three). The Company then completes the IPO where the Pre-Transaction Shares are 12 million, and the Share Price is $5. The Company Valuation would be $60 million. 2,000,400 stock option grant shares would vest and 996,000 stock option grant shares would be cancelled.

Appears in 1 contract

Samples: Consulting Agreement (Aclarion, Inc.)

Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in The parties intend that this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of will be administered in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder amended (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either a party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either any party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company LMAT makes no representation or warranty and shall have no liability to the Awardee Xxxxxxx or any other person if any provisions of this Agreement agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by LMAT or incurred by Xxxxxxx during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day and of the taxable year first above writtenfollowing the taxable year in which the expense was incurred. UFP TECHNOLOGIES, INCThe amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. By:Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Appears in 1 contract

Samples: Transition and Employment Agreement (Lemaitre Vascular Inc)

Section 409A. This To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A, the Plan, the Program pursuant to which such Award is granted and the Award Agreement is intended to be in compliance with evidencing such Award shall incorporate the provisions of terms and conditions required by Section 409A of the Internal Revenue Code 409A. In that regard, to the extent applicableany Award under the Plan or any other compensatory plan or arrangement of the Company or any of its Subsidiaries is subject to Section 409A, and the Regulations issued thereunder. Anything in this Agreement such Award or other amount is payable on account of a Holder’s Termination of Service (or any similarly defined term), then (a) such Award or amount shall only be paid to the contrary notwithstanding, if at the time extent such Termination of the Awardee’s Service qualifies as a “separation from service within the meaning of service” as defined in Section 409A of the Internal Revenue Code of 1986, as amended409A, and the regulations thereunder (the “Code”), the Company determines that the Awardee b) if such Award or amount is payable to a “specified employee” within the meaning of as defined in Section 409A(a)(2)(B)(i) of the Code, 409A then to the extent any payment or benefit that the Awardee becomes entitled required in order to avoid a prohibited distribution under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code409A, such Award or other compensatory payment shall not be payable and such benefit shall not be provided until the date that is prior to the earlier of (i) the expiration of the six-month period measured from the date of the Holder’s Termination of Service, or (ii) the date of the Holder’s death. To the extent applicable, the Plan, the Program and any Award Agreements shall be interpreted in accordance with Section 409A. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Administrator determines that any Award may be subject to Section 409A, the Administrator may (but is not obligated to), without a Holder’s consent, adopt such amendments to the Plan and the applicable Program and Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (A) six months and one day after exempt the Awardee’s separation Award from serviceSection 409A and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance comply with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes requirements of Section 409A and thereby avoid the application of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. any penalty taxes under Section 409A. The Company makes no representation representations or warranty warranties as to the tax treatment of any Award under Section 409A or otherwise. The Company shall have no obligation under this Section 12.10 or otherwise to take any action (whether or not described herein) to avoid the imposition of taxes, penalties or interest under Section 409A with respect to any Award and shall have no liability to the Awardee any Holder or any other person if any provisions of this Agreement Award, compensation or other benefits under the Plan are determined to constitute non-compliant, “nonqualified deferred compensation compensation” subject to the imposition of taxes, penalties and/or interest under Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:409A.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Acamar Partners Acquisition Corp.)

Section 409A. This Award Agreement is intended to be in compliance with satisfy the provisions requirements of Section 409A with respect to amounts, if any, subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. The parties agree that the payments set forth herein comply with or are exempt from the requirements of Section 409A. Neither Participant nor the Internal Revenue Code Company shall have the right to defer the delivery of any such payments except to the extent applicable, and the Regulations issued thereunder. Anything specifically permitted or required by Section 409A. Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if at to the time extent necessary to comply with Section 409A, the receipt of any benefits under this Agreement as a result of a termination of employment shall be subject to satisfaction of the Awardee’s condition precedent that the Participant undergo a “separation from service service” within the meaning of Treasury Regulation Section 409A of 1.409A-1(h) or any successor thereto. In addition, if the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee Participant is deemed to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B)(i409A(a)(2)(B) of the Code, then with regard to the extent any payment or the provisions of any benefit that the Awardee becomes entitled is required to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed delayed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i409A(a)(2)(B) of the Code, such payment shall not be payable and such benefit shall not be made or provided until the date that is prior to the earlier of (Ai) the expiration of the six months and one day after (6) month period measured from the Awardeedate of the Participant’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth as such term is defined in Treasury Regulation Section 1.409A-1(h). To ), or (ii) the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A date of the CodeParticipant’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments delayed pursuant to this Section 8 (whether they would have otherwise been payable in a single sum or in installments in the provision absence of such delay) shall be read paid or reimbursed to the Participant in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either partylump sum, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the any remaining payments and benefits due under this Agreement shall be paid or provided hereunder without additional cost to either partyin accordance with the normal payment dates specified for them herein. Solely for Except as provided in the purposes of Section 409A immediately preceding sentence, in no event shall settlement of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A RSUs occur later than March 15 of the Code but do not satisfy an exemption from, or year after the conditions of, year in which such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:RSUs become vested.

Appears in 1 contract

Samples: 2023 Stock Incentive (SS&C Technologies Holdings Inc)

Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to To the extent applicable, and the Regulations issued thereunder. Anything in any provision of this Agreement or action by the Company would subject the Executive to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of liability for interest or additional taxes under Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder amended (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Codeit shall be deemed null and void, then to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A and the interpretive guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements and in-kind distributions, and this Agreement shall be administered accordingly, and interpreted and construed on a basis consistent with such intent. Each payment under Section 2 above or any payment Company benefit plan is intended to be treated as one of a series of separate payments for purposes of Code Section 409A and Treasury Regulation §1.409A-2(b)(2)(iii) (or any similar or successor provisions). To the extent any reimbursements or in-kind benefit that the Awardee becomes entitled to payments under this Agreement would be considered deferred compensation are subject to the 20 percent additional tax imposed pursuant to Code Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code409A, such payment shall not be payable reimbursements and such in-kind benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred payments shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h§1.409A-3(i)(1)(iv) (or any similar or successor provisions). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this This Agreement may be amended, as reasonably requested amended to the extent necessary (including retroactively) by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations Company in order to preserve the payments compliance with Code Section 409A. The preceding shall not be construed as a guarantee of any particular tax effect for Executive’s compensation and benefits and the Company does not guarantee that any compensation or benefits provided hereunder without additional cost to either party. Solely for under this Agreement will satisfy the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Code Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section409A. * * * * * READ THIS AGREEMENT WAIVER AND RELEASE AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS BEFORE SIGNING IT; IT INCLUDES A RELEASE AND WAIVER OF KNOWN AND UNKNOWN CLAIMS. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:CONSULT YOUR ATTORNEY BEFORE SIGNING IT.

Appears in 1 contract

Samples: Separation Agreement, Waiver and General Release (Tops Holding Corp)

Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:: _________________________ Xxxxxx X. Xxxxxxxx Chief Financial Officer AWARDEE’S ACCEPTANCE: I have read and fully understood this Award Agreement and, as referenced in Section 16 above, I accept and agree to be bound by all of the terms, conditions and restrictions contained in this Award Agreement and the other documents referenced in it. ___________________________________

Appears in 1 contract

Samples: Stock Unit Award Agreement (Ufp Technologies Inc)

Section 409A. This Award Notwithstanding anything to the contrary in Section 9 hereof, and to the maximum extent permitted by law, this Agreement is intended shall be interpreted in such a manner that all payments to be in compliance with the provisions of Executive under this Agreement are either exempt from, or comply with, Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other interpretive guidance issued thereunder (the collectively, CodeSection 409A”), including without limitation any such regulations or other guidance that may be issued after the Company determines CEO Employment Date. It is intended that payments under this Agreement will be exempt from Section 409A, including the Awardee is a “specified employee” within exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, so as not to subject the meaning Executive to payment of interest or any additional tax under Section 409A(a)(2)(B)(i) of the Code, then to 409A. To the extent any payment reimbursements or in-kind benefit that the Awardee becomes entitled to payments under this Agreement would be considered deferred compensation are subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code409A, such payment shall not be payable reimbursements and such in-kind benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred payments shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h§1.409A-3(i)(1)(iv) (or any similar or successor provisions). To In furtherance thereof, if the provision of any reimbursement or in-kind benefit payment hereunder that is subject to Section 409A at the time specified herein would subject such amount to any additional tax under Section 409A, the provision of such reimbursement or in-kind benefit payment shall be postponed to the earliest commencement date on which the provision of such amount could be made without incurring such additional tax. In addition, to the extent that any provision regulations or other guidance issued under Section 409A (after application of the previous provisions of this Agreement is ambiguous as Section 15) would result in the Executive’s being subject to its compliance with the payment of interest or any additional tax under Section 409A of the Code409A, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of parties agree, to the Code. The parties agree that extent reasonably possible, to amend this Agreement may be amended, as reasonably requested by either party, and as may be to the extent necessary to fully comply with Section 409A of the Code and all related rules and regulations (including retroactively) in order to preserve avoid the payments imposition of any such interest or additional tax under Section 409A, which amendment shall have the minimum economic effect necessary and be reasonably determined in good faith by the Corporation and the Executive. Executive acknowledges and agrees that the Corporation has made no representation to Executive as to the tax treatment of the compensation and benefits provided hereunder without additional cost pursuant to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined and that Executive is solely responsible for all taxes due with respect to constitute deferred such compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:benefits.

Appears in 1 contract

Samples: Employment Agreement (Idex Corp /De/)

Section 409A. This Award None of the Phantom Units, the DERs or any amounts paid pursuant to this Agreement is are intended to constitute or provide for a deferral of compensation that is subject to Section 409A of the Code [, except to the extent the Awardee elects a deferred payment date pursuant to the Election Form]. To the extent that the Committee determines that the Phantom Units or DERs are not exempt from [(or, if an election is made pursuant to the Election Form, compliant with)] Section 409A of the Code, the Committee may (but shall not be required to) amend this Agreement [or the Election Form, if applicable,] in compliance a manner intended to comply with the requirements of Section 409A of the Code or an exemption therefrom (including amendments with retroactive effect), or take any other actions as it deems necessary or appropriate to (a) exempt the Phantom Units or DERs from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Phantom Units or DERs, or (b) comply with the requirements of Section 409A of the Code. To the extent applicable, this Agreement [and the Election Form (if any)] shall be interpreted in accordance with the provisions of Section 409A of the Internal Revenue Code Code. Notwithstanding anything in this Agreement [or the Election Form (if any)] to the contrary, to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered hereunder constitutes non-exempt “nonqualified deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely compensation” for the purposes of Section 409A of the Code, and such payment or benefit would otherwise be payable or distributable hereunder by reason of the share increments issuable on each vesting date on Schedule A Awardee’s termination of employment or other separation from service, all references to the Awardee’s termination of employment or other separation from service shall be construed to mean a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), and the Awardee shall not be considered to have a separate paymenttermination of employment or a separation from service unless such termination or separation constitutes a Separation from Service with respect to the Awardee. The Company makes Notwithstanding anything to the contrary in this Agreement [or the Election Form], no representation or warranty and amounts payable under this Agreement on account of the Awardee’s Separation From Service shall have no liability be paid to the Awardee prior to the expiration of the six (6) month period following the Awardee’s Separation From Service to the extent that the Partnership Entities determine that paying such amounts prior to the expiration of such six (6) month period would result in a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amount is delayed as a result of the preceding sentence, then on the first business day following the end of the applicable six (6) month period (or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to such earlier date upon which such amount may be paid under Section 409A of the Code but do not satisfy an exemption fromwithout resulting in a prohibited distribution), or the conditions of, such Section. EXECUTED amount shall be paid to the day and year first above written. UFP TECHNOLOGIES, INC. By:Awardee.

Appears in 1 contract

Samples: Phantom Unit Agreement (Arc Logistics Partners LP)

Section 409A. This Award Agreement It is intended to be in compliance with that the provisions of this Agreement comply with Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), and all provisions of this Agreement shall be construed and interpreted in a manner consistent with Section 409A of the Company determines that Code. In particular, if necessary or desirable to avoid imposition of penalties and additional taxes under Section 409A of the Awardee is Code, notwithstanding the timing of payment provided in any other section of this Agreement, the timing of any amounts payable pursuant to this Agreement shall be subject to a “specified employee” within the meaning of six-month delay in a manner consistent with Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment and you shall not be payable and entitled to interest with respect to such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from servicesix-month delay. Furthermore, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that notwithstanding any provision of this Agreement is ambiguous as to its compliance with Section 409A the contrary, in light of the Code, uncertainty surrounding the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes proper application of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability you may make necessary amendments to this Agreement for the limited purpose of, and solely to the Awardee or any other person if any provisions extent necessary to avoid the imposition of this Agreement are determined to constitute deferred compensation subject to penalties and additional taxes under, Section 409A of the Code but do not satisfy an exemption fromCode. In any case, except as provided in Section 25.b of this Agreement, you are solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with this letter or the conditions ofAgreement (including any taxes arising under Section 409A of the Code), and the Company shall not have any obligation to indemnify or otherwise hold you harmless from any or all such Sectiontaxes. EXECUTED If the day foregoing correctly sets forth your understanding, please sign one copy of this letter and year first above writtenreturn it to the undersigned, whereupon this letter shall constitute a binding agreement between us. UFP TECHNOLOGIESVery truly yours, DREAMWORKS ANIMATION SKG, INC. By:: /s/ Xxxxxxxxx Xxxxxxxx Its: General Counsel ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN: /s/ Xxxx Xxxxx XXXX XXXXX

Appears in 1 contract

Samples: DreamWorks Animation SKG, Inc.

Section 409A. This Award Agreement is intended Notwithstanding any inconsistent provision of this Agreement, to the extent the Company determines in good faith that (a) one or more of the payments or benefits received or to be received by Executive pursuant to this Agreement in compliance connection with Executive’s termination of employment would constitute deferred compensation subject to the provisions rules of Internal Revenue Code Section 409A (“Section 409A”), and (b) that Executive is a “specified employee” under Section 409A, then only to the extent required to avoid the Executive’s incurrence of any additional tax or interest under Section 409A, such payment or benefit will be delayed until the earlier of Executive’s death or the date which is six (6) months after Executive’s “separation from service” within the meaning of Section 409A. For purposes of Section 409A of the Internal Revenue Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive the extent applicableforegoing payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and the Regulations issued thereunderdistinct payment. Anything in this Agreement to the contrary notwithstanding, if at the time terms of this Agreement shall be interpreted and applied in a manner consistent with the Awardee’s separation from service within requirements of Section 409A and the meaning regulations promulgated thereunder so as not to subject the Executive to the payment of any tax penalty or interest which may be imposed by Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then shall have no right to accelerate or make any payment under this Agreement except to the extent such action would not subject the Executive to the payment of any payment tax penalty or benefit interest under Section 409A. It is intended that the Awardee becomes entitled to payments made under this Agreement would be considered deferred compensation subject due to the 20 percent additional tax imposed pursuant to Section 409A(a) Executive’s termination of employment which are paid on or before the 15th day of the Code as a result third month following the end of the application Executive’s taxable year in which his termination of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred employment occurs shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its exempt from compliance with Section 409A of the CodeCode pursuant to the exemption for short-term deferrals set forth in Section 1.409A-1(b)(4) of the Regulations (the “Exempt Short-Term Deferral Payments”); and that payments under this Agreement, other than Exempt Short-Term Deferral Payments, that are made on or before the provision last day of the second taxable year following the taxable year in which the Executive terminates employment in an aggregate amount not exceeding two times the lesser of: (i) the sum of the Executive’s annualized compensation based on his annual rate of pay for the taxable year preceding the taxable year in which he terminates employment (adjusted for any increase during that year that was expected to continue indefinitely if he had not terminated employment); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Executive terminates employment shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply exempt from compliance with Section 409A of the Code and all related rules and regulations pursuant to the exception for payments under a separation pay plan as set forth in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A 1.409A-1(b)(9)(iii) of the CodeTreasury Regulations. If, under the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions terms of this Agreement are determined to constitute deferred compensation Agreement, it is possible for a payment that is subject to Section 409A of to be made in two separate taxable years, payment shall be made in the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:later taxable year.

Appears in 1 contract

Samples: Employment Agreement (Sharps Compliance Corp)

Section 409A. This Award Agreement is intended to be in compliance comply with the provisions requirements of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder amended (the “Code”), and this Agreement shall be interpreted on a basis consistent with such intent. Notwithstanding any provision in this Agreement to the Company determines that contrary, if the Awardee Grantee is a “specified employee” within (as defined in section 409A of the meaning Code) and it is necessary to postpone the commencement of Section 409A(a)(2)(B)(i) any payments otherwise payable under this Agreement to prevent any accelerated or additional tax under section 409A of the Code, then the Form approved August 2021 Company will postpone the payment until five (5) days after the end of the six-month period following the Grantee’s “separation from service” (as defined under section 409A of the Code). If the Grantee dies during the postponement period prior to the extent any payment or benefit that of postponed amount, the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) amounts withheld on account of section 409A of the Code as a result shall be paid to the personal representative of the application of Section 409A(a)(2)(B)(i) Grantee’s estate within 60 days after the date of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the AwardeeGrantee’s death. The determination of whether who is a specified employee, including the number and when a separation from service has occurred identity of persons considered specified employees and the identification date, shall be made by the Committee in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h)provisions of sections 416(i) and 409A of the Code. To In no event shall the extent that Grantee, directly or indirectly, designate the calendar year of payment. Notwithstanding any provision of in this Agreement is ambiguous as to its compliance with the contrary, in the event of a Change in Control Termination, if the Change in Control does not constitute a change in ownership or effective control of, or a change in the ownership of a substantial portion of the assets of, the Company under Section 409A of the Code and if required by Section 409A of the Code, payment will be made on the provision shall be read date on which payment would have been made had there been no Change in such a manner so that all payments hereunder comply with Section 409A of the CodeControl. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the For purposes of Section section 409A of the Code, the share increments issuable on each vesting date on Schedule A payment under this Agreement shall be considered treated as a separate payment. The Company makes no representation or warranty and shall have no liability This Agreement may be amended without the consent of the Grantee in any respect deemed by the Committee to the Awardee or any other person if any provisions of this Agreement are determined be necessary in order to constitute deferred compensation subject to Section preserve compliance with section 409A of the Code but do not satisfy an exemption fromor other applicable law. Responsibility for Taxes The following provisions shall supplement Section 7 of the Agreement: ‘Notwithstanding the above, for any FICA and Medicare tax withholding obligation that arises (i) upon the Grantee becoming eligible for Retirement in Good Standing (on or after the conditions offirst Vesting Date) or Disability and (ii) prior to a time for which shares of Stock subject to such a continued vesting have otherwise become payable, those obligations shall be satisfied by deducting from the shares of Stock under this Award that number of shares of Stock which have a Fair Market Value, as determined by the Company, equal to the amount of the FICA and Medicare tax withholding obligations due with respect to this Award, and any portion of a previous award made to Grantee under the Plan for which such Section. EXECUTED tax withholding obligations arise, rounded up to the day and year first above written. UFP TECHNOLOGIESnearest whole share; provided, INC. Byhowever, that no such withholding method shall be applied to a Grantee who, at the time of such determination, is subject to Section 16 of the U.S. Securities Exchange Act of 1934 pursuant to Rule 16a-2 promulgated thereunder.’ Definitions The following provision supplements Section 15(c) of the Agreement: ‘In addition, in order to be eligible for extended vesting associated with a Retirement in Good Standing under Section 3(a) of this Agreement or any other prior award of restricted stock units under the plan, the Grantee must also have been continuously employed through the Initial Retirement Eligibility Date.’ The following definition is added as Section 15(d) of the Agreement:

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Sysco Corp)

Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Separation Agreement to the contrary notwithstanding, if at the time of the Awardee’s Xx. Xxxxxxx’x separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986Code, as amended, and the regulations thereunder (the “Code”), the Company Northeast determines that the Awardee Xx. Xxxxxxx is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee Xx. Xxxxxxx becomes entitled to under this Separation Agreement on account of Xx. Xxxxxxx’x separation from service would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s Xx. Xxxxxxx’x separation from service, or (B) the Awardee’s Xx. Xxxxxxx’x death. The determination If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of whether this provision, and when a separation from service has occurred the balance of the installments shall be made payable in accordance with their original schedule. The parties intend that this Separation Agreement will be administered in accordance with Section 409A of the presumptions set forth in Treasury Regulation Section 1.409A-1(h)Code. To the extent that any provision of this Separation Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The Each payment pursuant to this Separation Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).The parties agree that this Separation Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company Northeast makes no representation or warranty and shall have no liability to the Awardee Xx. Xxxxxxx or any other person if any provisions of this Separation Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:.

Appears in 1 contract

Samples: Separation Agreement (Northeast Bancorp /Me/)

Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:: ________________________________ Xxxxxx X. Xxxxxxxx Chief Financial Officer

Appears in 1 contract

Samples: Stock Unit Award Agreement (Ufp Technologies Inc)

Section 409A. This Award Notwithstanding anything to the contrary set forth herein, this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is intended to be in compliance either exempt from or compliant with the provisions requirements of Section 409A of the Code (“Section 409A”) and applicable Internal Revenue Code to the extent applicable, Service guidance and the Treasury Regulations issued thereunder. Anything in For purposes of Section 409A, Executive’s right to receive installment payments pursuant to this Agreement agreement shall be treated as a right to receive a series of separate and distinct payments. Nevertheless, the contrary notwithstanding, if at the time tax treatment of the Awardee’s separation from service within benefits provided under the meaning of Section 409A of Agreement is not warranted or guaranteed. In the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines event that the Awardee Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i409A, payments under Section 9(b) of this Agreement shall not commence or be made until the Codefirst day of the seventh month following the Termination Date, then or shall be otherwise modified, but only to the minimum extent necessary to avoid the imposition of the additional twenty percent (20%) tax imposed under Section 409A; provided, however, that any payment such modification shall preserve, to the maximum extent possible in a Section 409A compliant manner, the original intent of the parties to this Agreement. In addition, the parties hereby agree that it is their intention that all payments or benefit that the Awardee becomes entitled to benefits provided under this Agreement would are exempt from or comply with Section 409A, and this Agreement shall be considered deferred compensation subject interpreted accordingly. The Executive is advised to the 20 percent additional seek independent advice from his tax imposed pursuant advisor(s) with respect to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of 409A to any payments or benefits under this Agreement. Notwithstanding the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Codeforegoing, the provision shall be read in such a manner so that all Company does not guarantee the tax treatment of any payments hereunder comply with Section 409A of the Code. The parties agree that or benefits under this Agreement may be amendedAgreement, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of including without limitation under the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Codeor other federal, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation state or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:local.

Appears in 1 contract

Samples: Employment Agreement (Lsi Industries Inc)

Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines The Parties acknowledge that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code (“Section 409A”) imposes an additional tax (“409A Tax”) on deferred compensation (as defined under Section 409A) that does not meet certain requirements, and all related rules that as of the date this Agreement is executed (and each amendment hereto is executed), final regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of implementing Section 409A have not been implemented. The Parties agree that it is not intended that the 409A Tax apply to any payment or the provision of any benefit hereunder, and accordingly, the provisions of this Section 6.18 shall apply to any payment or benefit to which the 409A Tax would apply, regardless of whether such payment or benefit is explicitly made subject to this Section 6.18. If any of the CodeParties reasonably determine that any payment or benefit permitted or required under this Agreement would result in 409A Tax, and if such 409A Tax could be avoided by delaying the payment or postponing the provision of the benefit, the share increments issuable Parties agree to work in good faith to delay or postpone such payment or provision of the benefit until such time as it may be made or provided without the 409A Tax being imposed. If delay or postponement of a payment or the provision of a benefit would not avoid the imposition of the 409A Tax, then the Parties shall promptly agree in good faith on each vesting date on Schedule A shall be considered a separate paymentappropriate provisions to avoid such risk without materially changing the economic value of this Agreement to any Party. The Company makes no representation or warranty and shall have no liability Each Party hereto agrees that (a) none of the Parties has any obligation to the Awardee bring any potential 409A Tax or any other person if reporting or withholding obligation to the attention of any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A other Party and (b) none of the Code but do not satisfy an exemption from, Parties has any liability for 409A Tax or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:any other reporting or withholding obligation to any other Party.

Appears in 1 contract

Samples: Employment Agreement (Career Education Corp)

Section 409A. This Award Agreement is intended to be in compliance with satisfy the provisions requirements of Section 409A with respect to amounts, if any, subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. The parties agree that the payments set forth herein comply with or are exempt from the requirements of Section 409A. Neither Participant nor the Internal Revenue Code Company shall have the right to defer the delivery of any such payments except to the extent applicable, and the Regulations issued thereunder. Anything specifically permitted or required by Section 409A. Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if at to the time extent necessary to comply with Section 409A, the receipt of any benefits 3 under this Agreement as a result of a termination of employment shall be subject to satisfaction of the Awardee’s condition precedent that the Participant undergo a “separation from service service” within the meaning of Treasury Regulation Section 409A of 1.409A-1(h) or any successor thereto. In addition, if the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee Participant is deemed to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B)(i409A(a)(2)(B) of the Code, then with regard to the extent any payment or the provisions of any benefit that the Awardee becomes entitled is required to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed delayed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i409A(a)(2)(B) of the Code, such payment shall not be payable and such benefit shall not be made or provided until the date that is prior to the earlier of (Ai) the expiration of the six months and one day after (6) month period measured from the Awardeedate of the Participant’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth as such term is defined in Treasury Regulation Section 1.409A-1(h). To ), or (ii) the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A date of the CodeParticipant’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the provision absence of such delay) shall be read paid or reimbursed to the Participant in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either partylump sum, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the any remaining payments and benefits due under this Agreement shall be paid or provided hereunder without additional cost to either partyin accordance with the normal payment dates specified for them herein. Solely for Except as provided in the purposes of Section 409A immediately preceding sentence, in no event shall settlement of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A RSUs occur later than March 15 of the Code but do not satisfy an exemption from, or year after the conditions of, year in which such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:RSUs become vested.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (SS&C Technologies Holdings Inc)

Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. INC By:: Rxxxxx X. Xxxxxxxx Chief Financial Officer AWARDEE’S ACCEPTANCE: I have read and fully understood this Award Agreement and, as referenced in Section 16 above, I accept and agree to be bound by all of the terms, conditions and restrictions contained in this Award Agreement and the other documents referenced in it.

Appears in 1 contract

Samples: Stock Unit Award Agreement (Ufp Technologies Inc)

Section 409A. This Award Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the Restricted Stock Units (including any dividend rights) pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Treasury Regulations and this Agreement shall be interpreted consistently therewith. Under certain circumstances, however, settlement of the Restricted Stock Units may not so qualify, and in that case, the Committee shall administer the grant and settlement of such Restricted Stock Units in strict compliance with the provisions of Section 409A of the Internal Revenue Code Code. Further, notwithstanding anything herein to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstandingcontrary, if at the time of the Awardeetermination of Grantee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986Service Relationship, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee Grantee is a “specified employee” within as defined in Section 409A of the meaning Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A(a)(2)(B)(i) 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject Grantee) to the 20 percent additional tax imposed pursuant minimum extent necessary to satisfy Section 409A(a) 409A of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after following the Awardeetermination of Grantee’s Service Relationship (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a separation from service, or (B) the Awardee’s death. The determination Solely for purposes of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance complying with Section 409A of the Code, a “termination of employment” shall have the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, same meaning as reasonably requested by either party, and as may be necessary to fully comply with “separation from service” under Section 409A of the Code and all related rules and regulations in order Grantee shall be deemed to preserve have remained employed so long as Grantee has not “separated from service” with the payments and benefits provided hereunder without additional cost to either partyCompany. Solely Each payment under this Agreement constitutes a “separate payment” for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (I3 Verticals, Inc.)

Section 409A. This Award Agreement is intended to be in compliance and any payment, distribution or other benefit hereunder shall comply with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes requirements of Section 409A of the Code, as well as any related regulations or other guidance promulgated by the share increments issuable on each vesting date on Schedule A U.S. Department of the Treasury or the Internal Revenue Service ("Section 409A"), to the extent applicable. Notwithstanding anything to the contrary, to the extent Employee is a "specified employee" under Section 409A, no payment, distribution or other benefit described in this Agreement constituting a distribution of deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) to be paid during the six-month period following a separation from service (within the meaning of Treasury Regulation Section I.409A-1(h)) will be made during such six-month period. Instead, any such deferred compensation shall be considered paid on the first business day following the six-month anniversary of the separation from service. In no event may Employee, directly or indirectly, designate the calendar year of a separate payment and, for the avoidance of doubt, any payment that is conditioned upon the Employee’s execution and non-revocation of a release of claims and for which the consideration period spans two taxable years, shall be paid in the later of the two taxable years. Any provision that would cause this Agreement or any payment. The Company makes no representation , distribution or warranty and other benefit to fail to satisfy the requirements of Section 409A shall have no liability force or effect and, to the Awardee or any other person if any provisions extent an amendment would be effective for purposes of Section 409A, the parties agree to such amendment as needed to comply with Section 409A and that such amendment shall be retroactive to the extent permitted by Section 409A. Notwithstanding anything to the contrary, for purposes of this Agreement, Employee shall not be deemed to have terminated employment unless and until a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)) has occurred. Notwithstanding anything to the contrary, all reimbursements and in-kind benefits provided under this Agreement are determined shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the time period specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement. or in-kind benefits to constitute deferred compensation be provided, in any’ other calendar year, (iii) the reimbursement of an eligible expense will be made not later than the last day of the Employee’s taxable year following the taxable year in which such expense was incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to Section 409A of the Code but do not satisfy an exemption from, liquidation or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:exchange for another benefit.

Appears in 1 contract

Samples: Employment Agreement (Fidelity National Information Services, Inc.)

Section 409A. This Award Agreement is intended to be in compliance with satisfy the provisions requirements of Section 409A with respect to amounts, if any, subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. The parties agree that the payments set forth herein comply with or are exempt from the requirements of Section 409A. Neither Participant nor the Internal Revenue Code Company shall have the right to defer the delivery of any such payments except to the extent applicable, and the Regulations issued thereunder. Anything 3 specifically permitted or required by Section 409A. Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if at to the time extent necessary to comply with Section 409A, the receipt of any benefits under this Agreement as a result of a termination of employment shall be subject to satisfaction of the Awardee’s condition precedent that the Participant undergo a “separation from service service” within the meaning of Treasury Regulation Section 409A of 1.409A-1(h) or any successor thereto. In addition, if the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee Participant is deemed to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B)(i409A(a)(2)(B) of the Code, then with regard to the extent any payment or the provisions of any benefit that the Awardee becomes entitled is required to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed delayed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i409A(a)(2)(B) of the Code, such payment shall not be payable and such benefit shall not be made or provided until the date that is prior to the earlier of (Ai) the expiration of the six months and one day after (6) month period measured from the Awardeedate of the Participant’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth as such term is defined in Treasury Regulation Section 1.409A-1(h). To ), or (ii) the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A date of the CodeParticipant’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the provision absence of such delay) shall be read paid or reimbursed to the Participant in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either partylump sum, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the any remaining payments and benefits due under this Agreement shall be paid or provided hereunder without additional cost to either partyin accordance with the normal payment dates specified for them herein. Solely for Except as provided in the purposes of Section 409A immediately preceding sentence, in no event shall settlement of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A RSUs occur later than March 15 of the Code but do not satisfy an exemption from, or year after the conditions of, year in which such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:RSUs become vested.

Appears in 1 contract

Samples: 2014 Stock Incentive (SS&C Technologies Holdings Inc)

Section 409A. This Award Agreement is intended to be in compliance comply with the provisions of Section 409A of the Internal Revenue Code Code, and its corresponding regulations, or an exemption thereto, and payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code, to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Severance benefits under this Agreement are intended to be exempt from Section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” to the extent required under Section 409A of the Code. For purposes of Section 409A of the Code, each payment hereunder shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may you, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of your execution of this Agreement or Exhibit C, directly or indirectly, result in your designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A of the Code. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. The parties Parties agree that this Agreement may be amended, as reasonably requested by either party, Party and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to as mutually agreed-upon by the Parties. The Parties intend that any such amendment will preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the CodeParty, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Sectionextent practicable. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:DB1/ 135647213.11

Appears in 1 contract

Samples: Employment Agreement (Replimune Group, Inc.)

Section 409A. This Award All benefits under this Agreement is are intended to be in compliance with qualify for an exemption from the provisions application of Section 409A of the Internal Revenue Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent applicableno so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the Regulations issued thereunder. Anything contrary set forth herein, severance benefits shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur adverse tax consequences under Section 409A. It is intended that each installment of the severance benefit payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the severance benefits set forth in this Agreement satisfy, to the contrary notwithstandinggreatest extent possible, if at the time of exemptions from the Awardee’s separation from service within the meaning application of Section 409A of provided under Treasury Regulation Sections 1.409A-1(b)(4) and 1.409A-1(b)(9). However, if the Internal Revenue Code of 1986Company (or, as amended, and the regulations thereunder (the “Code”)if applicable, the Company successor entity thereto) determines that the Awardee is severance benefits constitute “deferred compensation” under Section 409A and the Executive is, on the termination of service, a “specified employee” within of the meaning of Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then then, solely to the extent any payment or benefit that necessary to avoid the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) incurrence of the Code as a result adverse personal tax consequences under Section 409A, the timing of the application of Section 409A(a)(2)(B)(iseverance benefit payments shall be delayed until the earlier to occur of: (i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the AwardeeExecutive’s separation from serviceSeparation From Service, or (Bii) the Awardeedate of the Executive’s death. The determination None of whether the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and when the Release could become effective in the Executive’s taxable year following the Executive’s taxable year in which Executive's Separation from Service occurs, the Release will not be deemed effective, for purposes of payment of severance, any earlier than the first day of the taxable year following the taxable year in which the Separation From Service occurred. Except to the minimum extent that payments must be delayed because Executive is a separation from service has occurred shall “specified employee” or until the effectiveness of the Release, all amounts will be made paid as soon as practicable in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h)Company’s normal payroll practices. To the extent that any provision of reimbursements payable to Executive under this Agreement are subject to the provisions of Section 409A: (a) to be eligible to obtain reimbursement for such expenses, Executive must submit expense reports within forty-five (45) days after the expense is ambiguous as to its compliance with Section 409A incurred, (b) any such reimbursements will be paid no later than December 31 of the Codeyear following the year in which the expense was incurred, (c) the provision shall be read amount of expenses reimbursed in such a manner so that all payments hereunder comply with Section 409A of one year will not affect the Code. The parties agree that this Agreement may be amended, as reasonably requested by either partyamount eligible for reimbursement in any subsequent year, and as may (d) the right to reimbursement under this agreement will not be necessary subject to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely liquidation or exchange for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate paymentanother benefit. The Company makes no representation or warranty and shall have no liability Executive agree to the Awardee or any other person if any provisions of work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are determined necessary, appropriate or desirable to constitute deferred compensation subject avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:409A.

Appears in 1 contract

Samples: Executive Employment Agreement (Erytech Pharma S.A.)

Section 409A. This Award Agreement is intended to be operated in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder amended (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s deathan exception thereto. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any Each provision of this Agreement is ambiguous as will be interpreted, to its compliance with Section 409A of the Codeextent possible, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order or to preserve qualify for an applicable exception to the requirements of Section 409A. The parties believe that the payments and benefits provided hereunder without additional cost due pursuant to either party. Solely Section 3, 4, and 5 are exempt from the requirements of Section 409A of the Code and that the payments and benefits due under the Non-Qualified Plans comply with Section 409A. With respect to any payments owed to you that constitute “nonqualified deferred compensation” for the purposes of Section 409A of the Code, the share increments issuable on each vesting parties agree that the “Resignation Date” shall constitute the date on Schedule A shall of your “separation from service” for purposes of Section 409A. Payments of any amounts under the Non-Qualified Plans will not be considered a separate payment. The Company makes no representation or warranty and shall have no liability made prior to the Awardee first to occur of (i) the first business day of the seventh month following your “separation from service” or (ii) the date of your death. Under no circumstances may the time or schedule of any other person if any provisions of payment made or benefit provided pursuant to this Agreement are determined be accelerated or subject to constitute deferred compensation subject further deferral except as otherwise permitted or required pursuant to Section 409A of the Code but and you do not satisfy an exemption from, have the right to make any election regarding the time or form of any payment due under this Agreement. Any reimbursement or in-kind payment provided pursuant to this Agreement or otherwise that constitutes “nonqualified deferred compensation” shall (i) be reimbursed no later than the last day of the tax year following the tax year in which the expense was incurred; (ii) not affect or be affected by any other expenses that are eligible for reimbursement in any other tax year; and (iii) not be subject to liquidation or exchange for any other benefit. Please confirm your understanding and acceptance of the above terms and conditions of, such Section. EXECUTED the day by signing and year first above written. UFP TECHNOLOGIES, INC. By:returning to us a copy of this Agreement.

Appears in 1 contract

Samples: Letter Agreement (Transocean Ltd.)

Section 409A. This Award Agreement is intended to be in compliance comply with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, amended and the regulations thereunder (“Section 409A”) or an available exemption therefrom. However, notwithstanding any other provision of the Plan or this Agreement, if at any time the Committee determines that the Performance Shares (or any portion thereof) may not be compliant with or exempt from Section 409A, the Committee may work in good faith with the Grantee (without any obligation to do so or to indemnify or to be responsible for damages to the Grantee or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate to provide for the Performance Shares to either be exempt from the application of Section 409A or comply with the requirements of Section 409A; provided, however, that nothing herein shall create any obligation on the part of the Company to adopt any such amendment or take any other action. Notwithstanding anything herein to the contrary, no payment hereunder shall be made to the Grantee during the six (6)-month period following the Grantee’s Code”separation from service” (within the meaning of Section 409A) to the extent that the Company determines that paying such amounts at the time set forth herein would be a prohibited distribution under Section 409A(a)(2)(B)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then within thirty (30) days following the end of such six (6)-month period (or, if earlier, the Grantee’s death), the Company determines shall pay the Grantee the cumulative amounts that would have otherwise been payable to the Awardee is a Grantee during such period, without interest. For the avoidance of doubt, to the extent that any Performance Shares are specified employeenonqualified deferred compensation” within the meaning of Section 409A(a)(2)(B)(i) 409A, the settlement of the Code, then Performance Shares hereunder upon a Change in Control shall only occur to the extent any payment that such Change in Control is also a “change in the ownership or benefit that effective control of a corporation, or a change in the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) ownership of a substantial portion of the Code as assets of a result of corporation” within the application meaning of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h409A(a)(2)(A)(v). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:.

Appears in 1 contract

Samples: Performance Share Award Agreement (Live Nation Entertainment, Inc.)

Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the AwardeeExecutive’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”)service, the Company determines that the Awardee Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), then to the extent and if any payment or benefit that the Awardee Executive becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall not be payable and such benefit shall not be provided until prior to the date that is the earlier of (A1) six months and one day after the AwardeeExecutive’s separation from service, or (B2) the AwardeeExecutive’s death. The determination If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of whether this provision, and when a separation from service has occurred the balance of the installments shall be made payable in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h)their original schedule. To the extent The parties intend that any provision of this Agreement is ambiguous as to its compliance will be administered in accordance with Section 409A of the Code; provided, the provision however, that each payment under this Agreement shall be read in such treated as a manner so that separate payment and all payments hereunder comply with under this Agreement shall be treated as exempt from Section 409A of the CodeCode to the maximum extent permissible after using the exemption for short-term deferrals, then the exemption for bona fide severance arrangements, and then additional exemptions. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:.

Appears in 1 contract

Samples: Severance Agreement (Amn Healthcare Services Inc)

Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if to the extent the Employee would otherwise be entitled to a payment during the six months beginning on the Date of Termination that would be subject to the additional tax imposed under Section 409A of the Code, (i) the payment will not be made to the Employee and instead will be made, at the time election of the Awardee’s separation from service Company, either to a trust in compliance with Rev. Proc. 92-64 or an escrow account established to fund such payments (provided that such funds shall be at all times subject to the creditors of the Company and its affiliates) and (ii) the payment, together with interest thereon at the rate of "prime" plus 1%, will be paid to the Employee on the earlier of the six-month anniversary of Date of Termination or the Employee's death or disability (within the meaning of Section 409A of the Internal Revenue Code of 1986Code). Similarly, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes Employee would otherwise be entitled to under this Agreement any benefit (other than a cash payment) during the six months beginning on the Date of Termination that would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with under Section 409A of the Code, the provision shall benefit will be read delayed and will begin being provided (together, if applicable, with an adjustment to compensate the Employee for the delay, with such adjustment to be determined in such a manner so the Company's reasonable good faith discretion) on the earlier of the six-month anniversary of the Date of Termination or the Employee's death or disability (within the meaning of Section 409A of the Code). The Company will establish the trust or escrow account, as applicable, no later than ten days following the Employee's Date of Termination. It is the intention of the parties that all the payments hereunder and benefits to which the Employee could become entitled in connection with termination of employment under this Agreement comply with Section 409A of the Code. The In the event that the parties agree determine that this Agreement may be amendedany such benefit or right does not so comply, as they will negotiate reasonably requested by either party, and as may be necessary in good faith to fully comply with Section 409A of amend the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions terms of this Agreement are determined such that it complies (in a manner that attempts to constitute deferred compensation subject to Section 409A minimize the economic impact of such amendment on the Code but do not satisfy an exemption from, or Employee and the conditions of, such SectionCompany). EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:Xxxxxxx X. Xxxxxx

Appears in 1 contract

Samples: Employment Agreement (Cambrex Corp)

Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. (a) Anything in this Agreement to the contrary notwithstanding, if at the time of the AwardeeExecutive’s "separation from service service" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee Executive is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the AwardeeExecutive’s separation from service, or (B) the AwardeeExecutive’s death. (b) The determination of whether and when a separation from service has occurred shall parties intend that this Agreement will be made administered in accordance with Section 409A of the presumptions set forth in Treasury Regulation Section 1.409A-1(h)Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely (c) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the purposes of Section 409A Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the Code, taxable year following the share increments issuable on each vesting date on Schedule A shall be considered a separate paymenttaxable year in which the expense was incurred. The Company makes no representation amount of in-kind benefits provided or warranty and reimbursable expenses incurred in one taxable year shall have no liability not affect the in-kind benefits to be provided or the Awardee or expenses eligible for reimbursement in any other person if any provisions of this Agreement are determined taxable year. Such right to constitute deferred compensation reimbursement or in-kind benefits is not subject to Section 409A of the Code but do not satisfy an exemption from, liquidation or the conditions of, such Sectionexchange for another benefit. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:8

Appears in 1 contract

Samples: Employment Agreement (Jounce Therapeutics, Inc.)

Section 409A. This Award Agreement It is intended to be in compliance that this Agreement will comply with the provisions of Section 409A of the Internal Revenue Code 409A, to the extent applicablethe Agreement is subject thereto, and the Regulations issued thereunderAgreement shall be interpreted on a basis consistent with such intent. Anything in If an amendment of this Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision to the contrary notwithstandingin this Agreement, if at the time Executive is deemed on the date of the Awardee’s his “separation from service service” (within the meaning of Treas. Reg. Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”1.409A-1(h), the Company determines that the Awardee is ) to be a “specified employee” (within the meaning of Treas. Reg. Section 409A(a)(2)(B)(i1.409A-1(i)), then with regard to any payment that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) portion, if any, of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment so required to be delayed shall not be payable and such benefit shall not be provided until the date that is made prior to the earlier of (Ai) the expiration of the six months and one day after (6)-month period measured from the Awardee’s date of his “separation from service, or (Bii) the Awardee’s deathdate of his death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this Section shall be paid to the Executive in a lump sum. The determination Companies shall not have any obligation to indemnify or otherwise protect the Executive from any obligation to pay any taxes pursuant to Section 409A. In the event that this Agreement or any compensation payable hereunder shall be deemed not to comply with (or be exempt from) Section 409A, then neither the Companies, the Board, the Board of whether Directors of KKDC, nor its or their designees or agents, shall be liable to the Executive or other persons for actions, decisions or determinations made in good faith. With respect to any reimbursement or in-kind benefit arrangements of the Companies and when their subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (a) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a separation from service has occurred limit on the amount that may be reimbursed or paid), (b) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (c) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made in accordance with within thirty (30) days after termination of employment”), the presumptions set forth in Treasury Regulation Section 1.409A-1(h)actual date of payment within the specified period shall be within the sole discretion of the Companies. To the extent that any provision of Whenever payments under this Agreement is ambiguous as are to its compliance with Section 409A of the Codebe made in installments, the provision each such installment shall be read in such deemed to be a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely separate payment for the purposes of Section 409A 409A. Any reimbursement by the Company pursuant to Section 12.01(c) herein shall be made to the Executive not later than the end of the Code, Executive’s taxable year following the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to taxable year in which he remits the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:related taxes.

Appears in 1 contract

Samples: Employment Agreement (Krispy Kreme Doughnuts Inc)

Section 409A. This Award Agreement is intended to be in compliance and any payment, distribution or other benefit hereunder shall comply with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes requirements of Section 409A of the Code, as well as any related regulations or other guidance promulgated by the share increments issuable on each vesting date on Schedule A U.S. Department of the Treasury or the Internal Revenue Service ("Section 409A"), to the extent applicable. Each payment in a series of payments under this Agreement will be deemed a separate payment for purposes of Section 409A. To the extent Employee is a "specified employee" under Section 409A, no payment, distribution or other benefit described in this Agreement constituting a distribution of deferred compensation (within the meaning of Treasury Regulation Section l.409A-l(b)) to be paid during the six-month period following a separation from service (within the meaning of Treasury Regulation Section l.409A-l(h)) will be made during such six-month period. Instead, any such deferred compensation shall be considered paid on the first business day following the six-month anniversary of the separation from service or as soon as practicable following Employee's death. In no event may Employee, directly or indirectly, designate the calendar year of a separate payment and, for the avoidance of doubt, any payment that is conditioned upon the Employee’s execution and non-revocation of a release of claims and for which the consideration period spans two taxable years, shall be paid in the later of the two taxable years. Any provision that would cause this Agreement or a payment. The Company makes no representation , distribution or warranty and other benefit hereunder to fail to satisfy the requirements of Section 409A shall have no liability force or effect and, to the Awardee extent an amendment would be effective for purposes of Section 409A, the parties agree that this Agreement shall be amended to comply with Section 409A. Such amendment shall be retroactive to the extent permitted by Section 409A. For purposes of this Agreement, Employee shall not be deemed to have terminated employment unless and until a separation from service (within the meaning of Treasury Regulation Section l.409A-l(h)) has occurred. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the time period specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other person if any provisions calendar year, (iii) the reimbursement of this Agreement are determined an eligible expense will be made not later than the last day of the Employee's taxable year following the taxable year in which such expense was incurred, and (iv) the right to constitute deferred compensation reimbursement or in-kind benefits is not subject to Section 409A of the Code but do not satisfy an exemption from, liquidation or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:exchange for another benefit.

Appears in 1 contract

Samples: Employment Agreement (Fidelity National Information Services, Inc.)

Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the AwardeeExecutive’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent and if any payment or benefit that the Awardee Executive becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent interest, penalties and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall not be payable and such or benefit shall not be provided until prior to the date that is the earlier of (A) six months and one day after the AwardeeExecutive’s separation Separation from serviceService (defined below), or (B) the AwardeeExecutive’s death. The determination parties intend that this Agreement will be administered in accordance with Section 409A of whether and when the Code. For purposes of clarity, to the extent that any payment or benefit hereunder is payable upon a termination of Executive’s employment, then such payments or benefits shall only be payable upon Executive’s “Separation from Service.” The term “Separation from Service” shall mean Executive’s ‘separation from service has occurred shall be made service’ from the Company, an affiliate of the Company or a successor entity within the meaning set forth in Section 409A of the Code, determined in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:section.

Appears in 1 contract

Samples: Executive Agreement (Irobot Corp)

Section 409A. This Award It is the intention of the Parties that the benefits and rights to which Executive could be entitled pursuant to this Agreement be exempt from or comply with Section 409A, and the provisions of this Agreement shall be construed in a manner consistent with that intent and the requirements for avoiding taxes or penalties under Section 409A. If either Party believes, at any time, that any such benefit or right that is intended subject to be Section 409A does not so comply, it shall promptly advise the other Party and both Parties shall negotiate reasonably and in good faith to amend or clarify the terms of such benefits and rights such that they do not violate Section 409A (with the intent and effect of avoiding any adverse economic effect for Executive). No Party, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to Section 409A of shall be paid prior to the Internal Revenue Code earliest date on which it may be paid without violating Section 409A. If and to the extent applicablerequired to comply with Section 409A, and the Regulations issued thereunder. Anything in no payment or benefit required to be paid under this Agreement to the contrary notwithstanding, if at the time on account of the Awardee’s separation termination of Executive's employment shall be made unless and until Executive incurs a "Separation from service Service" within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment," "separation from service" or like terms shall mean Separation from Service. For purposes of applying the Internal Revenue Code provisions of 1986Section 409A to this Agreement, as amendedeach amount to be paid or benefit to be provided to Executive pursuant to this Agreement, and the regulations thereunder (the “Code”)each individual installment in a series of payments, the Company determines shall be construed as a separate identified payment for purposes of Section 409A,and any payments described in this Agreement that the Awardee is a “specified employee” are due within the meaning of "short term deferral period" as defined in Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment 409A shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous treated as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:unless applicable law requires otherwise.

Appears in 1 contract

Samples: Employment Agreement (Burke & Herbert Financial Services Corp.)

Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the AwardeeExecutive’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the AwardeeExecutive’s separation from service, or (B) the AwardeeExecutive’s death. The determination If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of whether this provision, and when a separation from service has occurred the balance of the installments shall be made payable in accordance with their original schedule. The parties intend that this Agreement will be administered in accordance with Section 409A of the presumptions set forth in Treasury Regulation Section 1.409A-1(h)Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes The determination of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A whether and when a separation from service has occurred shall be considered a separate paymentmade in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). The Company makes no representation or warranty and shall have no liability to the Awardee Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:.”

Appears in 1 contract

Samples: Employment Agreement (Zoll Medical Corp)

Section 409A. This Award It is the intention of the Parties that the benefits and rights to which Executive could be entitled pursuant to this Agreement be exempt from or comply with Section 409A, and the provisions of this Agreement shall be construed in a manner consistent with that intent and the requirements for avoiding taxes or penalties under Section 409 A. If either Party believes, at any time, that any such benefit or right that is intended subject to be Section 409A does not so comply, it shall promptly advise the other Party and both Parties shall negotiate reasonably and in good faith to amend or clarify the terms of such benefits and rights such that they do not violate Section 409A (with the intent and effect of avoiding any adverse economic effect for Executive). No Party, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating Section 409A. If and to the extent required to comply with Section 409A, no payment or benefit required to be paid under this Agreement on account of termination of Executive's employment shall be made unless and until Executive incurs a "Separation from Service" within the meaning of Section 409 A and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment," "separation from service" or like terms shall mean Separation from Service. For purposes of applying the provisions of Section 409A of the Internal Revenue Code to the extent applicablethis Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement, and the Regulations issued thereunder. Anything each individual installment in a series of payments, shall be construed as a separate identified payment for purposes of Section 409A,and any payments described in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service that are due within the meaning of "short term deferral period" as defined in Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous treated as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:unless applicable law requires otherwise.

Appears in 1 contract

Samples: Employment Agreement (Burke & Herbert Financial Services Corp.)

Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. EXECUTED the day and year first above written. UFP TECHNOLOGIES, INC. By:: ______________________________

Appears in 1 contract

Samples: Stock Unit Award Agreement (Ufp Technologies Inc)

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